AMENDED AND RESTATED AGREEMENT

 MATERIAL CONTRACTS                   Exhibit 10
                                                                   ----------
                                 Exhibit 10(a)

                        AMENDED AND RESTATED AGREEMENT

     THIS AMENDED AND RESTATED AGREEMENT (hereinafter the "First Amendment"),
is made and entered into as of the 5th day of April, 1993, by and between MID-
AMERICA BANCORP, and its wholly owned subsidiary, BANK OF LOUISVILLE AND TRUST
COMPANY, both Kentucky corporations with their principal places of business at
500 West Broadway, Louisville, Kentucky  40202 (hereinafter "Bancorp" and the
"Bank" respectively); and ORSON OLIVER, residing at 12 Muirfield Place,
Louisville, Kentucky, 40222 (hereinafter "Employee").

                                   RECITALS

     Employee is currently employed as President of both Bancorp and the Bank
and has substantial responsibilities in such capacity. He has performed his
duties as President well and faithfully and his unique talents and efforts
have contributed substantially to the success of the Bank and the
profitability of Bancorp.  Bancorp and its Board of Directors (hereinafter the
"Board") recognize that the possibility exists of a Change in Control (as
hereinafter defined), and that the occurrence of a Change in Control could
result in an alteration of the terms and conditions of Employee's employment,
or otherwise create uncertainty and concern as to his employment status.  The
Board has determined that it is in Bancorp's best interest to maintain
stability and continuity of management both at Bancorp and the Bank.  In this
context, Bancorp particularly wishes to retain the services of Employee and to
ensure his continued dedication and efforts on behalf of Bancorp and the Bank
in the event of a Change in Control, and eliminate undue concern for his
personal employment and financial security. For this reason, Bancorp desires
to provide Employee with certain benefits and protections in his employment,
particularly in the event of a Change in Control.

     Employee and the Bank entered into an agreement dated December
21, 1989 (the "Agreement"), to grant Employee the benefits and protection
sought with respect to his employment with the Bank. The parties hereto wish
to amend the Agreement as provided herein and restate it in its entirety.

     NOW, THEREFORE, in consideration of the respective agreements of the
parties contained herein, the Agreement is hereby amended and effective as of
the date hereof and restated to provide as follows:

                            1.   TERM OF AGREEMENT.

          This Amended and Restated Agreement shall commence and be effective
as of April 5, 1993, and shall continue in effect through and including
December 31, 1994.  Commencing on December 31, 1994, and on each December 31
thereafter (hereinafter the "Anniversary Date"), the term of this Agreement
shall be automatically extended for a period of one (1) year, and shall
continue in effect from year-to-year unless (i) not less than ninety (90) days
prior to an Anniversary Date, by written notice to Employee, Bancorp elects
not to extend, or (ii) otherwise terminated or extended as hereinafter
provided.

                          2.   EMPLOYMENT OF EMPLOYEE

          A.   Effective Date.  Effective April 5, 1993, Bancorp
hereby agrees to continue to employ Employee, and Employee accepts such
employment as President, with such duties as are presently consistent with
such title and office, and such different or additional duties as may be
assigned to Employee from time to time by the Board including, without
limitation, acting as an officer of the Bank if elected by the Board of
Directors of the Bank; provided, however, that any additional duties assigned
to Employee shall be consistent with Employee's status, title, position and
responsibilities as in effect at the time of execution of this Agreement.

          B.   Employee's Obligations.  Employee agrees to devote his full and
exclusive time, attention and energies to the business of Bancorp and as part
of such duties shall serve in such capacities for Bancorp and the Bank as may
be required of him during his employment pursuant to this Agreement.  He shall
not engage in any other business activity, whether or not such business
activity is pursued for gain, profit or other pecuniary advantage, except that
Employee shall be entitled to engage in civic and eleemosynary activities or
in passive investment activities so long as such activities do not compete or
interfere with his employment hereunder.

          C.   Compensation.  As compensation for his services hereunder,
Employee shall receive from Bancorp, the Bank or a combination thereof, an
aggregate annual salary of Two Hundred Thirty-Five Thousand Dollars
($235,000.00), payable in twenty-six (26) pay periods (hereinafter, as
adjusted from time to time as herein provided, the "Base Salary").  Employee's
Base Salary shall be reviewed annually for increases consistent with Bancorp's
and the Bank's executive compensation policies and Employee's duties and
contributions to Bancorp and the Bank.  Notwithstanding anything herein to the
contrary, to the extent to which he shall qualify, Employee shall be entitled
to participate in any employee benefit programs which may from time to time be
in effect for Bancorp or the Bank.

          D.   Cessation of Obligations.  The obligations of
Bancorp and Employee hereunder shall continue throughout the
initial or any subsequent term of this Agreement, unless this Agreement is
terminated as provided herein.

                            3.   CHANGE IN CONTROL.

          A.   Definition.  As used in this Agreement, a Change in Control of
Bancorp shall be deemed to have occurred if, and only if (i) Bertram W. Klein
(hereinafter "Klein"), the current Chief Executive Officer of Bancorp and the
Bank, ceases for any reason to hold the office of Chief Executive Officer of
Bancorp; (ii) Klein and/or members of his immediate family (including only
Klein and his spouse, children, parents, or any trusts established for the
benefit of any of them) cease to hold ten percent (10%) or more of all
outstanding voting shares of Bancorp.

          B.   Effect of a Change in Control.  In the event of a Change in
Control, if Bancorp's legal existence is terminated (i.e. is dissolved), the
Bank hereby assumes and becomes severally obligated for the obligations of
this Agreement to Employee.  If Bancorp's legal existence is continued through
merger or other combination with or consolidation into any new or existing
entity, the Bank hereby assumes and becomes jointly and severally liable with
such successor entity to Employee for all the obligations of Bancorp
hereunder.  Upon a Change in Control, the term of this Agreement shall be
immediately and automatically extended for a period of five (5) years from the
effective date of such Change in Control (hereinafter the "Five Year Term").
At the end of the Five Year Term, and upon each subsequent anniversary date of
the Change in Control, this Agreement shall be automatically extended for an
additional one-year period as provided in Paragraph 1 above, unless (i)
Bancorp chooses not to extend or (ii) this Agreement is otherwise terminated
in accordance with the provisions contained herein.

     During the Five Year Term, Employee shall be retained in
bank's employ (and in Bancorp's employ unless Bancorp is dissolved after the
Change in Control), and be provided with compensation and benefits at least
equal in the aggregate to that received by Employee from Bancorp and the Bank
immediately prior to the effective date of the Change in Control, unless this
Agreement is otherwise terminated by Bancorp for Cause, or by reason of the
Death or Disability of Employee; provided, however, Employee shall continue to
fulfill his obligations pursuant to paragraph 2B of this Agreement.

     For a period of two (2) years following the effective date of a Change in
Control, Employee may terminate this Agreement at any time by providing
written notice of such voluntary termination to Bancorp or to the Bank at
least ninety (90) days prior to the effective date of such voluntary
termination, and, in such event (i) all obligations of Bancorp and the Bank
under this Agreement shall immediately cease as of the effective date of such
voluntary termination; and (ii) Employee shall only be entitled to receive
payment of salary and benefits accrued as of the effective date of such
voluntary termination.

     Should Employee continue in the employ of the Bank or Bancorp for a
period of at least two (2) years following the effective date of a Change in
Control, Employee may thereafter terminate this Agreement by providing written
notice of such voluntary termination to Bancorp or the Bank at least ninety
(90) days prior to the effective date of such voluntary termination and, in
such event, Bancorp shall pay to the Employee (i)  upon the effective date of
termination or at the next regular pay period thereafter all salary and other
benefits accrued and unpaid as of the effective date of Employee's voluntary
termination; and (ii) thereafter, on a monthly basis, an amount equal to one-
twelfth (1/12) of Employee's then-current Base Salary from Bancorp and the
Bank, such payments to continue for the lesser of (a) three (3) years from the
effective date of Employee's voluntary termination; or (b) the greater of one
year or the remainder of the Five Year Term.

               4.   CHANGE IN CONTROL AND DIMINUTION IN DUTIES.

          A.   Definition.  As used in this Agreement, a Diminution in Duties
shall mean any of the following events, occurring in conjunction with or
following a Change in Control:

               (i)  a change in Employee's status, position or
          responsibilities with Bancorp (unless Bancorp's separate
          existence ceases as a result of the Change in Control) or
          the Bank (including without being limited to a material
          change in the number or positions of those employees or
          officers to whom Employee reports and who report to
          Employee) which, in Employee's reasonable judgement,
          represents a significant and adverse change in Employee's
          status, position or responsibilities as in effect
          immediately prior to the effective date of a Change in
          Control, or at any time thereafter;

               (ii)  the assignment to Employee of any duties or
          responsibilities which, in Employee's reasonable
          judgement, are inconsistent with Employee's status,
          position or responsibilities as in effect immediately
          prior to the effective date of the Change in Control or
          at any time thereafter;

               (iii)  any removal of Employee from, or failure to
          reappoint or reelect Employee to any of his positions
          with the Bank, unless such positions have been abolished
          as a result of a reorganization of the Bank (such as a
          merger or consolidation) resulting from the Change in
          Control, except in connection with the termination of
          this Agreement (a) by Bancorp or the Bank for Cause, (b)
          as a result of Employee's Death or Disability, or (c)  by
          Employee, other than as a result of a Diminution in
          Duties as described hereunder.  If Employee's position
          with the Bank has been abolished as herein provided, the
          appointment of Employee to such positions as have
          responsibilities, duties, and status within the successor
          organization equal to or greater than (in Employee's
          reasonable judgment) those of the office or position
          abolished will be deemed to be reelection or
          reappointment as required herein.

               (iv)  a reduction in Employee's aggregate Base
          Salary or any failure to pay Employee within thirty (30)
          days of the date due any compensation or benefits to
          which he is entitled;

               (v)  the failure by Bancorp or the Bank to (a)
          continue in effect (without reduction in benefit levels
          or reward opportunities) any material compensation or
          benefit plan in which Employee was participating through
          Bancorp or the Bank immediately prior to the effective
          date of a Change in Control, unless a substitute or
          replacement has been implemented which provides
          substantially identical or greater compensation or
          benefits to Employee, in Employee's reasonable judgment;
          or (b) provide Employee with compensation and benefits
          equal or superior in value to that received in the
          aggregate from Bancorp and the Bank under each other
          compensation or employee benefit plan, program and
          practices in effect immediately prior to a Change in
          Control or at any time thereafter.

          B.   Effect of a Diminution in Duties.  Should the Employee suffer a
Diminution in Duties in conjunction with or following a Change in Control
Employee may at any time thereafter, upon written notice to Bancorp or the
Bank at least ninety (90) days prior to the effective date, voluntarily
terminate this Agreement and his employment with Bancorp and the Bank.  Upon
receipt of such notice of voluntary termination, Bancorp may, in its sole
discretion, waive the ninety (90) day notice requirement for Employee's
voluntary termination and consider such voluntary termination effective
immediately upon Bancorp or the Bank's receipt of Employee's written notice.
Under either of such circumstances, Bancorp shall pay to the Employee (i) upon
the effective date of termination, or at the next regular pay period
thereafter, the aggregate salary and other benefits accrued from Bancorp and
the Bank through the effective date of Employee's voluntary termination; and
(ii) thereafter on a monthly basis, an amount equal to one twelfth (1/12) of
Employee's then-current aggregate Base Salary from Bancorp and the Bank, such
payments to continue for the lesser of (a) three (3) years from the effective
date of Employee's voluntary termination or (b) the greater of one year or the
remainder of the Five Year Term.

                        5.   TERMINATION OF AGREEMENT.

          A.   By Employee.  Employee may terminate this Agreement and his
employment with Bancorp and the Bank at any time, by providing written notice
of his voluntary termination to Bancorp at least ninety (90) days prior to the
effective date of such voluntary termination.  In such an event, other than in
connection with a Change in Control or Diminution in Duties (i) all
obligations of Bancorp and the Bank under this Agreement shall immediately
cease, as of the effective date of the voluntary termination and (ii) Employee
shall be entitled to receive only payment of the aggregate salary and benefits
accrued from Bancorp and the Bank through the effective date of such voluntary
termination.

          B.   By Bancorp or the Bank.  Bancorp may terminate this Agreement
and, at its option, Employee's employment (i) immediately and at any time for
Cause, as that term is hereinafter defined, in which event all obligations of
Bancorp and the Bank under this Agreement shall cease immediately as of the
effective date of the termination, and Employee shall be entitled to receive
payment of only the aggregate salary and benefits accrued from Bancorp and the
Bank through the effective date of the termination; or (ii) at any time prior
to a Change in Control, without cause and upon written notice to Employee,
which notice shall at Bancorp's option be effective immediately or at some
future date not to exceed ninety (90) days following date of the notice of
termination, in which event Bancorp shall itself, or cause the Bank to, pay to
Employee all salary and benefits accrued from Bancorp or the Bank through the
effective date of the termination.  In addition, Employee shall also be
entitled to receive a lump-sum payment in an amount equal to Employee's then-
current aggregate Base Salary from Bancorp and the Bank (exclusive of any
stock options, profit sharing, bonuses or other benefits).   An election by
Bancorp not to renew or extend Employee's employment as provided in Section 1
hereof, other than for Cause, shall be deemed a termination of this Agreement
by Bancorp without Cause and shall give rise to rights to Employee under THIS
Subparagraph 5B.

     As used in this Agreement, "Cause" for termination shall be limited to
the following:  (i) Employee's conviction of a felony; (ii) the issuance by
any state or federal bank regulatory agency of a request or demand for removal
of Employee from employment with Bancorp or the Bank or from any office which
Employee then holds with Bancorp or the Bank; (iii) Employee's material breach
of Paragraph 2B of this Agreement; (iv) Employee's gross negligence in the
performance of his duties hereunder; or (v) failure of Employee to
substantially perform  his duties hereunder (other than failure resulting from
Employee's disability) after demand for substantial performance is delivered
to Employee by Bancorp or the Bank, identifying specifically the manner in
which Employee has not substantially performed his duties, and a 7 day period
to cure has elapsed without substantial improvement in performance to the
reasonable standards set by Bancorp or the Bank, respectively.

          C.   By Death or Disability.  Notwithstanding anything herein to the
contrary, this Agreement shall terminate if (i) Employee dies during the term
of this Agreement or (ii) Bancorp terminates this Agreement after Employee
shall be absent from his employment with Bancorp or the Bank for a continuous
period of more than six (6) months by reason of incapacity or illness which
Employee's physician determines has resulted in Employee's permanent
disability.  In either of such events, all obligations of Bancorp and the Bank
hereunder shall cease upon such termination except that from and after
Employee's death or date of termination as aforesaid Bancorp shall pay, or
cause the Bank to pay, on a monthly basis for a period of 6 months, an amount
equal to one-twelfth (1/12) of Employee's then-current aggregate Base Salary
from Bancorp and the Bank, such amount to be paid to Employee if he be then
living; if not, then to his surviving wife or his heirs or personal
representatives.

                         6.   SUCCESSORS AND ASSIGNS.

          The rights and obligations of Bancorp and the Bank under this
Agreement shall inure to the benefit of and be binding upon its successors and
assigns, but the rights of Employee hereunder are personal to him and may not
be assigned and shall not inure to the benefit of his heirs, personal
representatives or assigns, except as specifically provided for herein.

          Bancorp will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of Bancorp or the Bank, expressly to assume and to
agree to perform this Agreement in the same manner and to the same extent that
Bancorp would have been required to perform if no such succession had taken
place.

                             7.   CONFIDENTIALITY.

          Employee agrees not to divulge to anyone, either during or after the
termination of his employment hereunder, any information acquired by him by
virtue of his employment with Bancorp or the Bank.  Upon the termination of
his employment, Employee agrees to immediately deliver to Bancorp all books,
papers documents and other materials or property of any nature belonging to
Bancorp or the Bank, including but not limited to originals and all copies of
any graphic or recorded materials of any kind, whether handwritten,
typewritten, printed, electronically stored or recorded in any manner.

                             8.   ATTORNEYS' FEES.

          Bancorp agrees to pay to Employee in full and as they are incurred
all legal fees and court costs incurred by Employee as a result of any
litigation arising from or in connection with this Agreement or the
enforcement of any rights or obligations created by this Agreement, whether
such litigation is initiated by Employee or Bancorp or the Bank and regardless
of the outcome of such litigation; provided, however that Bancorp will be
under no obligation to pay to Employee any costs, attorneys' fees or other
expenses incurred in connection with litigation initiated by Employee which is
subsequently determined by the Court in which such litigation is initiated, to
have been frivolous or filed in bad faith.

                                 9.   NOTICE.

          Any notice required or permitted to be given under this Agreement
shall be in writing and shall be given or made by certified or registered
mail, postage pre-paid, or by hand delivery, via courier or otherwise, as
follows, or to such other person or address as shall be hereafter designated
by notice given in accordance with this section:

          If to Bancorp or    Mid-America Bancorp and
          the Bank:           Bank of Louisville and Trust Company
                              500 West Broadway
                              Louisville, Kentucky  40202
                              Attn:  Chief Executive Officer

          If to the Employee: Orson Oliver
                              12 Muirfield Place
                              Louisville, Kentucky  40222

Any notice or other communication hereunder shall be deemed to have been duly
given or made (i) if made by hand, when delivered or when attempted delivery
shall be rejected; or (ii)  if made by letter, upon deposit thereof in the
mail, postage pre-paid, registered or certified, with return receipt
requested.  Notwithstanding the foregoing, any notice or other communication
hereunder which is actually received by a party hereto shall be deemed to have
been duly given or made to such party.

                     10.  ENTIRE AGREEMENT;  MODIFICATION.

          This Agreement contains the entire agreement of the parties.  It may
not be changed, altered or modified in any manner except by subsequent written
agreement signed by Employee, Bancorp and the Bank.

                              11.  SEVERABILITY.

          The provisions of this Agreement shall be deemed entirely severable
and the illegality, invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.

                              12.  GOVERNING LAW

          This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Kentucky.

     IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.
                              MID-AMERICA BANCORP ("BANCORP")

                              By:   /s/ Bertram W. Klein

                              Title:  Chairman

                              BANK OF LOUISVILLE ("THE BANK")

                              By:  /s/ Bertram W. Klein

                              Title:   Chairman

                              ORSON OLIVER ("EMPLOYEE")

                               /s/ Orson Oliver

                                Exhibit 10 (b)

                        AMENDED AND RESTATED AGREEMENT

     THIS AMENDED AND RESTATED AGREEMENT (hereinafter the "First Amendment"),
is made and entered into as of the 5th day of April, 1993, by and between MID-
AMERICA BANCORP, and its wholly owned subsidiary, BANK OF LOUISVILLE AND TRUST
COMPANY, both Kentucky corporations with their principal places of business at
500 West Broadway, Louisville, Kentucky  40202 (hereinafter "Bancorp" and the
"Bank" respectively); and WALLACE A. FUDOLD, an individual resident of
Louisville, Kentucky (hereinafter "Employee").

                                   RECITALS

     Employee is currently employed as Executive Vice President of both
Bancorp and the Bank and has substantial responsibilities in such capacity,
including responsibilities in Bank operations.  His unique talents and efforts
have contributed substantially to the success of the Bank and the
profitability of Bancorp.  Bancorp and its Board of Directors (hereinafter the
"Board") recognize that the possibility exists of a Change in Control (as
hereinafter defined), and that the occurrence of a Change in Control could
result in an alteration of the terms and conditions of Employee's employment,
or otherwise create uncertainty and concern as to his employment status.  The
Board has determined that it is in Bancorp's best interest to maintain
stability and continuity of management both at Bancorp and the Bank.  In this
context, Bancorp particularly wishes to retain the services of Employee and to
ensure his continued dedication and efforts on behalf of Bancorp and the Bank
in the event of a Change in Control, and eliminate undue concern for his
personal employment and financial security.  For this reason, Bancorp desires
to provide Employee with certain benefits and protections in his employment,
particularly in the event of a Change in Control.

     Employee and the Bank entered into an agreement dated December 21, 1989
(the "Agreement"), to grant Employee the benefits and protection sought with
respect to his employment with the Bank. The parties hereto wish to amend the
Agreement as provided herein and restate it in its entirety.

     NOW, THEREFORE, in consideration of the respective agreements of the
parties contained herein, the Agreement is hereby amended and effective as of
the date hereof and restated to provide as follows:

                            1.   TERM OF AGREEMENT.

          This Amended and Restated Agreement shall commence and be effective
as of April 5, 1993, and shall continue in effect through and including
December 31, 1994.  Commencing on December 31, 1994, and on each December 31
thereafter (hereinafter the "Anniversary Date"), the term of this Agreement
shall be automatically extended for a period of one (1) year, and shall
continue in effect from year-to-year unless (i) not less than ninety (90) days
prior to an Anniversary Date, by written notice to Employee, Bancorp elects
not to extend, or (ii) otherwise terminated or extended as hereinafter
provided.

                          2.   EMPLOYMENT OF EMPLOYEE

          A.   Effective Date.  Effective April 5, 1993, Bancorp hereby agrees
to continue to employ Employee, and Employee accepts such employment as
Executive Vice President, with such duties as are presently consistent with
such title and office, and such different or additional duties as may be
assigned to Employee from time to time by the Board including, without
limitation, acting as an officer of the Bank if elected by the Board of
Directors of the Bank; provided, however, that any additional duties assigned
to Employee shall be consistent with Employee's status, title, position and
responsibilities as in effect at the time of execution of this Agreement.

          B.   Employee's Obligations.  Employee agrees to devote his full and
exclusive time, attention and energies to the business of Bancorp and as part
of such duties shall serve in such capacities for Bancorp and the Bank as may
be required of him during his employment pursuant to this Agreement.  He shall
not engage in any other business activity, whether or not such business
activity is pursued for gain, profit or other pecuniary advantage, except that
Employee shall be entitled to engage in civic and eleemosynary activities or
in passive investment activities so long as such activities do not compete or
interfere with his employment hereunder.

          C.   Compensation.  As compensation for his services hereunder,
Employee shall receive from Bancorp, the Bank or a combination thereof, an
aggregate annual salary of One Hundred Eighty-Three Thousand Dollars
($183,000), payable in twenty-six (26) pay periods (hereinafter, as adjusted
from time to time as herein provided, the "Base Salary").  Employee's Base
Salary shall be reviewed annually for increases consistent with Bancorp's and
the Bank's executive compensation policies and Employee's duties and
contributions to Bancorp and the Bank.  Notwithstanding anything herein to the
contrary, to the extent to which he shall qualify, Employee shall be entitled
to participate in any employee benefit programs which may from time to time be
in effect for Bancorp or the Bank.

          D.   Cessation of Obligations.  The obligations of Bancorp and
Employee hereunder shall continue throughout the initial or any subsequent
term of this Agreement, unless this Agreement is terminated as provided
herein.

                            3.   CHANGE IN CONTROL.

          A.   Definition.  As used in this Agreement, a Change in Control of
Bancorp shall be deemed to have occurred if, and only if (i) Bertram W. Klein
(hereinafter "Klein"), the current Chief Executive Officer of Bancorp and the
Bank, ceases for any reason to hold the office of Chief Executive Officer of
Bancorp; (ii) Klein and/or members of his immediate family (including only
Klein and his spouse, children, parents, or any trusts established for the
benefit of any of them) cease to hold ten percent (10%) or more of all
outstanding voting shares of Bancorp.

          B.   Effect of a Change in Control.  In the event of a Change in
Control, if Bancorp's legal existence is terminated (i.e. is dissolved), the
Bank hereby assumes and becomes severally obligated for the obligations of
this Agreement to Employee.  If Bancorp's legal existence is continued through
merger or other combination with or consolidation into any new or existing
entity, the Bank hereby assumes and becomes jointly and severally liable with
such successor entity to Employee for all the obligations of Bancorp
hereunder.  Upon a Change in Control, the term of this Agreement shall be
immediately and automatically extended for a period of five (5) years from the
effective date of such Change in Control (hereinafter the "Five Year Term").
At the end of the Five Year Term, and upon each subsequent anniversary date of
the Change in Control, this Agreement shall be automatically extended for an
additional one-year period as provided in Paragraph 1 above, unless (i)
Bancorp chooses not to extend or (ii) this Agreement is otherwise terminated
in accordance with the provisions contained herein.

     During the Five Year Term, Employee shall be retained in Bank's employ
(and in Bancorp's employ unless Bancorp is dissolved after the Change in
Control), and be provided with compensation and benefits at least equal in the
aggregate to that received by Employee from Bancorp and the Bank immediately
prior to the effective date of the Change in Control, unless this Agreement is
otherwise terminated by Bancorp for Cause, or by reason of the Death or
Disability of Employee; provided, however, Employee shall continue to fulfill
his obligations pursuant to paragraph 2B of this Agreement.

     For a period of two (2) years following the effective date of a Change in
Control, Employee may terminate this Agreement at any time by providing
written notice of such voluntary termination to Bancorp or to the Bank at
least ninety (90) days prior to the effective date of such voluntary
termination, and, in such event (i) all obligations of Bancorp and the Bank
under this Agreement shall immediately cease as of the effective date of such
voluntary termination; and (ii) Employee shall only be entitled to receive
payment of salary and benefits accrued as of the effective date of such
voluntary termination.

     Should Employee continue in the employ of the Bank or Bancorp for a
period of at least two (2) years following the effective date of a Change in
Control, Employee may thereafter terminate this Agreement by providing written
notice of such voluntary termination to Bancorp or the Bank at least ninety
(90) days prior to the effective date of such voluntary termination and, in
such event, Bancorp shall pay to the Employee (i)  upon the effective date of
termination or at the next regular pay period thereafter all salary and other
benefits accrued and unpaid as of the effective date of Employee's voluntary
termination; and (ii) thereafter, on a monthly basis, an amount equal to one-
twelfth (1/12) of Employee's then-current Base Salary from Bancorp and the
Bank, such payments to continue for the lesser of (a) three (3) years from the
effective date of Employee's voluntary termination; or (b) the greater of one
year or the remainder of the Five Year Term.

               4.   CHANGE IN CONTROL AND DIMINUTION IN DUTIES.

          A.   Definition.  As used in this Agreement, a Diminution in Duties
shall mean any of the following events, occurring in conjunction with or
following a Change in Control:

               (i)  a change in Employee's status, position or
          responsibilities with Bancorp (unless Bancorp's separate
          existence ceases as a result of the Change in Control) or
          the Bank (including without being limited to a material
          change in the number or positions of those employees or
          officers to whom Employee reports and who report to
          Employee) which, in Employee's reasonable judgement,
          represents a significant and adverse change in Employee's
          status, position or responsibilities as in effect
          immediately prior to the effective date of a Change in
          Control, or at any time thereafter;

               (ii)  the assignment to Employee of any duties or
          responsibilities which, in Employee's reasonable
          judgement, are inconsistent with Employee's status,
          position or responsibilities as in effect immediately
          prior to the effective date of the Change in Control or
          at any time thereafter;

               (iii)  any removal of Employee from, or failure to
          reappoint or reelect Employee to any of his positions
          with the Bank, unless such positions have been abolished
          as a result of a reorganization of the Bank (such as a
          merger or consolidation) resulting from the Change in
          Control, except in connection with the termination of
          this Agreement (a) by Bancorp or the Bank for Cause, (b)
          as a result of Employee's Death or Disability, or (c)  by
          Employee, other than as a result of a Diminution in
          Duties as described hereunder.  If Employee's position
          with the Bank has been abolished as herein provided, the
          appointment of Employee to such positions as have
          responsibilities, duties, and status within the successor
          organization equal to or greater than (in Employee's
          reasonable judgment) those of the office or position
          abolished will be deemed to be reelection or
          reappointment as required herein.

               (iv)  a reduction in Employee's aggregate Base
          Salary or any failure to pay Employee within thirty (30)
          days of the date due any compensation or benefits to
          which he is entitled;

               (v)  the failure by Bancorp or the Bank to (a)
          continue in effect (without reduction in benefit levels
          or reward opportunities) any material compensation or
          benefit plan in which Employee was participating through
          Bancorp or the Bank immediately prior to the effective
          date of a Change in Control, unless a substitute or
          replacement has been implemented which provides
          substantially identical or greater compensation or
          benefits to Employee, in Employee's reasonable judgment;
          or (b) provide Employee with compensation and benefits
          equal or superior in value to that received in the
          aggregate from Bancorp and the Bank under each other
          compensation or employee benefit plan, program and
          practices in effect immediately prior to a Change in
          Control or at any time thereafter.

          B.   Effect of a Diminution in Duties.  Should the Employee suffer a
Diminution in Duties in conjunction with or following a Change in Control
Employee may at any time thereafter, upon written notice to Bancorp or the
Bank at least ninety (90) days prior to the effective date, voluntarily
terminate this Agreement and his employment with Bancorp and the Bank.  Upon
receipt of such notice of voluntary termination, Bancorp may, in its sole
discretion, waive the ninety (90) day notice requirement for Employee's
voluntary termination and consider such voluntary termination effective
immediately upon Bancorp or the Bank's receipt of Employee's written notice.
Under either of such circumstances, Bancorp shall pay to the Employee (i) upon
the effective date of termination, or at the next regular pay period
thereafter, the aggregate salary and other benefits accrued from Bancorp and
the Bank through the effective date of Employee's voluntary termination; and
(ii) thereafter on a monthly basis, an amount equal to one twelfth (1/12) of
Employee's then-current aggregate Base Salary from Bancorp and the Bank, such
payments to continue for the lesser of (a) three (3) years from the effective
date of Employee's voluntary termination or (b) the greater of one year or the
remainder of the Five Year Term.

                        5.   TERMINATION OF AGREEMENT.

          A.   By Employee.  Employee may terminate this Agreement and his
employment with Bancorp and the Bank at any time, by providing written notice
of his voluntary termination to Bancorp at least ninety (90) days prior to the
effective date of such voluntary termination.  In such an event, other than in
connection with a Change in Control or Diminution in Duties (i) all
obligations of Bancorp and the Bank under this Agreement shall immediately
cease, as of the effective date of the voluntary termination and (ii) Employee
shall be entitled to receive only payment of the aggregate salary and benefits
accrued from Bancorp and the Bank through the effective date of such voluntary
termination.

          B.   By Bancorp or the Bank.  Bancorp may terminate this Agreement
and, at its option, Employee's employment (i) immediately and at any time for
Cause, as that term is hereinafter defined, in which event all obligations of
Bancorp and the Bank under this Agreement shall cease immediately as of the
effective date of the termination, and Employee shall be entitled to receive
payment of only the aggregate salary and benefits accrued from Bancorp and the
Bank through the effective date of the termination; or (ii) at any time prior
to a Change in Control, without cause and upon written notice to Employee,
which notice shall at Bancorp's option be effective immediately or at some
future date not to exceed ninety (90) days following date of the notice of
termination, in which event Bancorp shall itself, or cause the Bank to, pay to
Employee all salary and benefits accrued from Bancorp or the Bank through the
effective date of the termination.  In addition, Employee shall also be
entitled to receive a lump-sum payment in an amount equal to Employee's then-
current aggregate Base Salary from Bancorp and the Bank (exclusive of any
stock options, profit sharing, bonuses or other benefits).   An election by
Bancorp not to renew or extend Employee's employment as provided in Section 1
hereof, other than for Cause, shall be deemed a termination of this Agreement
by Bancorp without Cause and shall give rise to rights to Employee under this
Subparagraph 5B.

     As used in this Agreement, "Cause" for termination shall be limited to
the following:  (i) Employee's conviction of a felony; (ii) the issuance by
any state or federal bank regulatory agency of a request or demand for removal
of Employee from employment with Bancorp or the Bank or from any office which
Employee then holds with Bancorp or the Bank; (iii) Employee's material breach
of Paragraph 2B of this Agreement; (iv) Employee's gross negligence in the
performance of his duties hereunder; or (v) failure of Employee to
substantially perform  his duties hereunder (other than failure resulting from
Employee's disability) after demand for substantial performance is delivered
to Employee by Bancorp or the Bank, identifying specifically the manner in
which Employee has not substantially performed his duties, and a 7 day period
to cure has elapsed without substantial improvement in performance to the
reasonable standards set by Bancorp or the Bank, respectively.

          C.   By Death or Disability.  Notwithstanding anything herein to the
contrary, this Agreement shall terminate if (i) Employee dies during the term
of this Agreement or (ii) Bancorp terminates this Agreement after Employee
shall be absent from his employment with Bancorp or the Bank for a continuous
period of more than six (6) months by reason of incapacity or illness which
Employee's physician determines has resulted in Employee's permanent
disability.  In either of such events, all obligations of Bancorp and the Bank
hereunder shall cease upon such termination except that from and after
Employee's death or date of termination as aforesaid Bancorp shall pay, or
cause the Bank to pay, on a monthly basis for a period of 6 months, an amount
equal to one-twelfth (1/12) of Employee's then-current aggregate Base Salary
from Bancorp and the Bank, such amount to be paid to Employee if he be then
living; if not, then to his surviving wife or his heirs or personal
representatives.

                         6.   SUCCESSORS AND ASSIGNS.

          The rights and obligations of Bancorp and the Bank under this
Agreement shall inure to the benefit of and be binding upon their respective
successors and assigns, but the rights of Employee hereunder are personal to
him and may not be assigned and shall not inure to the benefit of his heirs,
personal representatives or assigns, except as specifically provided for
herein.

          Bancorp will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of Bancorp or the Bank, expressly to assume and to
agree to perform this Agreement in the same manner and to the same extent that
Bancorp would have been required to perform if no such succession had taken
place.

                             7.   CONFIDENTIALITY.

          Employee agrees not to divulge to anyone, either during or after the
termination of his employment hereunder, any information acquired by him by
virtue of his employment with Bancorp or the Bank.  Upon the termination of
his employment, Employee agrees to immediately deliver to Bancorp all books,
papers documents and other materials or property of any nature belonging to
Bancorp or the Bank, including but not limited to originals and all copies of
any graphic or recorded materials of any kind, whether handwritten,
typewritten, printed, electronically stored or recorded in any manner.

                             8.   ATTORNEYS' FEES.

          Bancorp agrees to pay to Employee in full and as they are incurred
all legal fees and court costs incurred by Employee as a result of any
litigation arising from or in connection with this Agreement or the
enforcement of any rights or obligations created by this Agreement, whether
such litigation is initiated by Employee or Bancorp or the Bank and regardless
of the outcome of such litigation; provided, however that Bancorp will be
under no obligation to pay to Employee any costs, attorneys' fees or other
expenses incurred in connection with litigation initiated by Employee which is
subsequently determined by the Court in which such litigation is initiated, to
have been frivolous or filed in bad faith.

                                 9.   NOTICE.

          Any notice required or permitted to be given under this Agreement
shall be in writing and shall be given or made by certified or registered
mail, postage pre-paid, or by hand delivery, via courier or otherwise, as
follows, or to such other person or address as shall be hereafter designated
by notice given in accordance with this section:

          If to Bancorp or    Mid-America Bancorp and
          the Bank:           Bank of Louisville and Trust Company
                              500 West Broadway
                              Louisville, Kentucky  40202
                              Attn:  Chief Executive Officer

          If to the Employee: Wallace A. Fudold
                              c/o Bank of Louisville and Trust Co.
                              500 West Broadway
                              Louisville, Kentucky  40202

Any notice or other communication hereunder shall be deemed to have been duly
given or made (i) if made by hand, when delivered or when attempted delivery
shall be rejected; or (ii)  if made by letter, upon deposit thereof in the
mail, postage pre-paid, registered or certified, with return receipt
requested.  Notwithstanding the foregoing, any notice or other communication
hereunder which is actually received by a party hereto shall be deemed to have
been duly given or made to such party.

                     10.  ENTIRE AGREEMENT;  MODIFICATION.

          This Agreement contains the entire agreement of the parties.  It may
not be changed, altered or modified in any manner except by subsequent written
agreement signed by Employee, Bancorp and the Bank.

                              11.  SEVERABILITY.

          The provisions of this Agreement shall be deemed entirely severable
and the illegality, invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.

                              12.  GOVERNING LAW

          This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Kentucky.

     IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.
                              MID-AMERICA BANCORP ("BANCORP")

                              By:    /s/ Bertram W. Klein

                              Title: Chairman

                              BANK OF LOUISVILLE ("THE BANK")

                              By:    /s/ Orson Oliver

                              Title: President

                              WALLACE A. FUDOLD ("EMPLOYEE")

                              /s/ Wallace A. Fudold

                                Exhibit 10 (c)

                                   AGREEMENT

     THIS AGREEMENT (hereinafter the "Agreement"), is made and entered into as
of the 5th day of April, 1993, by and between MID-AMERICA BANCORP, and its
wholly owned subsidiary, BANK OF LOUISVILLE AND TRUST COMPANY, both Kentucky
corporations with their principal places of business at 500 West Broadway,
Louisville, Kentucky 40202 (hereinafter "Bancorp" and the "Bank"
respectively); and DAVID N. KLEIN, a resident of Louisville, Kentucky
(hereinafter "Employee").

                                   RECITALS

     As of the date hereof, Employee is employed by Bancorp as Executive Vice
President and by Bank as Executive Vice President, with substantial
responsibilities in retail banking.  Bancorp and its Board of Directors
(hereinafter the "Board") recognize that the possibility exists of a Change in
Control (as hereinafter defined), and that the occurrence of a Change in
Control could result in an alteration of the terms and conditions of
Employee's employment, or otherwise create uncertainty and concern as to his
employment status.  The Board has determined that it is in Bancorp's best
interest to maintain stability and continuity of management both at Bancorp
and the Bank.  In this context, Bancorp particularly wishes to retain the
services of Employee and to ensure his continued dedication and efforts on
behalf of Bancorp and the Bank in the event of a Change in Control, and
eliminate undue concern for his personal employment and financial security.
Bancorp desires to provide Employee with certain benefits and protections in
his employment, particularly in the event of a Change in Control.

     NOW, THEREFORE, in consideration of the respective agreements of the
parties contained herein, it is agreed as follows:

                            1.   TERM OF AGREEMENT.

          This Agreement shall commence and be effective as of April 5, 1993,
and shall continue in effect through and including December 31, 1994.
Commencing on December 31, 1994, and on each December 31 thereafter
(hereinafter the "Anniversary Date"), the term of this Agreement shall be
automatically extended for a period of one (1) year, and shall continue in
effect from year-to-year unless (i) not less than ninety (90) days prior to an
Anniversary Date, by written notice to Employee, Bancorp elects not to extend,
or (ii) until otherwise terminated or extneded as hereinafter provided.

                          2.   EMPLOYMENT OF EMPLOYEE

          A.   Effective Date.  Effective April 5, 1993, Bancorp hereby agrees
to employ Employee, and Employee accepts employment as Executive Vice-
President of Bancorp, with such duties as are presently consistent with such
title and office, and such different or additional duties as may be assigned
to Employee from time to time by the Board including, without limitation,
acting as an officer of the Bank if elected by the Board of Directors of the
Bank; provided, however, that any additional duties assigned to Employee shall
be consistent with Employee's status, title, position and responsibilities as
in effect at the time of execution of this Agreement.

          B.   Employee's Obligations.  Employee agrees to devote his full and
exclusive time, attention and energies to the business of Bancorp and as part
of such duties shall serve in such capacities for Bancorp and the Bank as may
be required of him during his employment pursuant to this Agreement.  He shall
not engage in any other business activity, whether or not such business
activity is pursued for gain, profit or other pecuniary advantage, except that
Employee shall be entitled to engage in civic and eleemosynary activities or
in passive investment activities so long as such activities do not compete or
interfere with his employment hereunder.

          C.   Compensation.  As compensation for his services hereunder,
Employee shall receive from Bancorp, the Bank or a combination thereof, an
aggregate annual salary of Ninety Five Thousand Dollars ($95,000), payable in
twenty-six (26) pay periods (hereinafter, as adjusted from time to time as
herein provided, the "Base Salary").  Employee's Base Salary shall be reviewed
annually for increases consistent with Bancorp's and the Bank's executive
compensation policies and Employee's duties and contributions to Bancorp and
the Bank.  Notwithstanding anything herein to the contrary, to the extent to
which he shall qualify, Employee shall be entitled to participate in any
employee benefit programs which may from time to time be in effect for Bancorp
or the Bank.

          D.   Cessation of Obligations.  The obligations of Bancorp and
Employee hereunder shall continue throughout the initial or any subsequent
term of this Agreement, unless this Agreement is terminated as provided
herein.

                            3.   CHANGE IN CONTROL.

          A.   Definition.  As used in this Agreement, a Change in Control of
Bancorp shall be deemed to have occurred if, and only if (i) Bertram W. Klein
(hereinafter "Klein"), the current Chief Executive Officer of Bancorp and the
Bank, ceases for any reason to hold the office of Chief Executive Officer of
Bancorp; or (ii) Klein and/or members of his immediate family (including only
Klein and his spouse, children, parents, or any trusts established for the
benefit of any of them) cease to hold ten percent (10%) or more of all
outstanding voting shares of Bancorp.

          B.   Effect of a Change in Control.  In the event of a Change in
Control, if Bancorp's legal existence is terminated (i.e. is dissolved), the
Bank hereby assumes and becomes severally obligated for the obligations of
this Agreement to Employee.  If Bancorp's legal existence is continued through
merger or other combination with or consolidation into any new or existing
entity, the Bank hereby assumes and becomes jointly and severally liable, with
such new entity, to Employee for all the obligations of Bancorp hereunder.
Upon a Change in Control, the term of this Agreement shall be immediately and
automatically extended for a period of five (5) years from the effective date
of such Change in Control (hereinafter the "Five Year Term").  At the end of
the Five Year Term, and upon each subsequent anniversary date of the Change in
Control, this Agreement shall be automatically extended for an additional one-
year period as provided in Paragraph 1 above, unless (i) Bancorp chooses not
to extend or (ii) this Agreement is otherwise terminated in accordance with
the provisions contained herein.

     During the Five Year Term, Employee shall be retained in Bank's employ
(and in Bancorp's employ unless Bancorp is dissolved after the Change in
Control), and be provided with compensation and benefits at least equal in the
aggregate to that received by Employee from Bancorp and the Bank immediately
prior to the effective date of the Change in Control, unless this Agreement is
otherwise terminated by Bancorp for Cause, or by reason of the Death or
Disability of Employee; provided, however, Employee shall continue to fulfill
his obligations pursuant to paragraph 2B of this Agreement.

     For a period of two (2) years following the effective date of a Change in
Control, Employee may terminate this Agreement at any time by providing
written notice of such voluntary termination to Bancorp or to the Bank at
least ninety (90) days prior to the effective date of such voluntary
termination, and, in such event (i) all obligations of Bancorp and the Bank
under this Agreement shall immediately cease as of the effective date of such
voluntary termination; and (ii) Employee shall only be entitled to receive
payment of salary and benefits accrued as of the effective date of such
voluntary termination.

     Should Employee continue in the employ of the Bank or Bancorp for a
period of at least two (2) years following the effective date of a Change in
Control, Employee may thereafter terminate this Agreement by providing written
notice of such voluntary termination to Bancorp or the Bank at least ninety
(90) days prior to the effective date of such voluntary termination and, in
such event, Bancorp shall pay to the Employee (i)  upon the effective date of
termination or at the next regular pay period thereafter all salary and other
benefits accrued and unpaid as of the effective date of Employee's voluntary
termination; and (ii) thereafter, on a monthly basis, an amount equal to one-
twelfth (1/12) of Employee's then-current Base Salary from Bancorp and the
Bank, such payments to continue for the lesser of (a) three (3) years from the
effective date of Employee's voluntary termination; or (b) the greater of one
year or the remainder of the Five Year Term.

               4.   CHANGE IN CONTROL AND DIMINUTION IN DUTIES.

          A.   Definition.  As used in this Agreement, a Diminution in Duties
shall mean any of the following events, occurring in conjunction with or
following a Change in Control:

               (i)  a change in Employee's status, position or
          responsibilities with Bancorp (unless Bancorp's separate
          existence ceases as a result of the Change in Control) or
          the Bank (including a material change in the number or
          positions of those employees or officers to whom Employee
          reports and who report to Employee) which, in Employee's
          reasonable judgement, represents a significant and
          adverse change in Employee's status, position or
          responsibilities as in effect immediately prior to the
          effective date of a Change in Control, or at any time
          thereafter;

               (ii)  the assignment to Employee of any duties or
          responsibilities which, in Employee's reasonable
          judgement, are inconsistent with Employee's status,
          position or responsibilities as in effect immediately
          prior to the effective date of the Change in Control or
          at any time thereafter;

               (iii)  any removal of Employee from, or failure to
          reappoint or reelect Employee to any of his positions
          with the Bank, unless such positions have been abolished
          as a result of a reorganization of the Bank, such as a
          merger or consolidation resulting from the Change in
          Control except in connection with the termination of this
          Agreement (a) by Bancorp or the Bank for Cause; (b) as a
          result of Employee's Death or Disability; or (c)  by
          Employee, other than as a result of a Diminution in
          Duties as described hereunder.  If Employee's position
          with the Bank has been abolished as herein provided, the
          appointment of Employee to such positions as have
          responsibilities, duties, and status within the Bank or
          successor organization similar to those of the office or
          position abolished will be deemed to be the reelection or
          reappointment as required herein.

               (iv)  a reduction in Employee's aggregate Base
          Salary or any failure to pay Employee within thirty (30)
          days of the date due any compensation or benefits to
          which he is entitled;

               (v)  the failure by Bancorp or the Bank to (a)
          continue in effect (without reduction in benefit levels
          and/or reward opportunities) any material compensation or
          benefit plan in which Employee was participating from
          Bancorp or the Bank immediately prior to the effective
          date of a Change in Control, unless a substitute or
          replacement has been implemented which provides
          substantially identical compensation or benefits to
          Employee or provides compensation equal or superior in
          value to such benefits plan; or (b) provide Employee with
          compensation and benefits equal or superior in value to
          that received from Bancorp and the Bank, in the
          aggregate, under each other compensation or employee
          benefit plan, program and practices in effect immediately
          prior to a Change in Control or at any time thereafter.

          B.   Effect of a Diminution in Duties.  Should the Employee suffer a
Diminution in Duties in conjunction with or following a Change in Control
Employee may at any time thereafter, upon written notice to Bancorp or the
Bank at least ninety (90) days prior to the effective date, voluntarily
terminate this Agreement and his employment with Bancorp and the Bank.  Upon
receipt of such notice of voluntary termination, Bancorp may, in its sole
discretion, waive the ninety (90) day notice requirement for Employee's
voluntary termination and consider such voluntary termination effective
immediately upon Bancorp or the Bank's receipt of Employee's written notice.
Under either of such circumstances, Bancorp shall pay to the Employee (i) upon
the effective date of termination, or at the next regular pay period
thereafter, the aggregate salary and other benefits accrued from Bancorp and
the Bank through the effective date of Employee's voluntary termination; and
(ii) thereafter on a monthly basis, an amount equal to one twelfth (1/12) of
Employee's then-current aggregate Base Salary from Bancorp and the Bank, such
payments to continue for the lesser of (a) three (3) years from the effective
date of Employee's voluntary termination or (b) the greater of one year or the
remainder of the Five Year Term.

                        5.   TERMINATION OF AGREEMENT.

          A.   By Employee.  Employee may terminate this Agreement and his
employment with Bancorp and the Bank at any time, by providing written notice
of his voluntary termination to Bancorp at least ninety (90) days prior to the
effective date of such voluntary termination.  In such an event, other than in
connection with a Change in Control or Diminution in Duties (i) all
obligations of Bancorp and the Bank under this Agreement shall immediately
cease, as of the effective date of the voluntary termination and (ii) Employee
shall be entitled to receive only payment of the aggregate salary and benefits
accrued from Bancorp and the Bank through the effective date of such voluntary
termination.

          B.   By Bancorp or the Bank.  Bancorp may terminate this Agreement
and, at its option, Employee's employment (i) immediately and at any time for
Cause, as that term is hereinafter defined, in which event all obligations of
Bancorp and the Bank under this Agreement shall cease immediately, as of the
effective date of the termination, and Employee shall be entitled to receive
payment of only the aggregate salary and benefits accrued from Bancorp and the
Bank through the effective date of the termination; or (ii) at any time prior
to a Change in Control, without cause and upon written notice to Employee,
which notice shall at Bancorp's option be effective immediately or at some
future date not to exceed ninety (90) days following date of the notice of
termination, in which event Bancorp shall itself, or cause the Bank to, pay to
Employee all salaries and benefits accrued from Bancorp or the Bank through
the effective date of the termination.  In addition, Employee shall also be
entitled to receive a lump-sum payment in an amount equal to Employee's then-
current aggregate Base Salary from Bancorp and the Bank (exclusive of any
stock options, profit sharing, bonuses or other benefits).   An election by
Bancorp not to renew or extend Employee's employment as provided in Section 1
hereof, other than for Cause, shall be deemed a termination of this Agreement
by Bancorp without Cause and shall give rise to rights to Employee under this
Subparagraph 5B.

     As used in this Agreement, "Cause" for termination shall be limited to
the following:  (i) Employee's conviction of a felony; (ii) the issuance by
any state or federal bank regulatory agency of a request or demand for removal
of Employee from employment with Bancorp or the Bank or from any office which
Employee then holds with Bancorp or the Bank; (iii) Employee's material breach
of Paragraph 2B of this Agreement; (iv) Employee's gross negligence in the
performance of his duties hereunder; or (v) failure of Employee to
substantially perform  his duties hereunder (other than failure resulting from
Employee's disability) after demand for substantial performance is delivered
to Employee by Bancorp or the Bank, identifying specifically the manner in
which Employee has not substantially performed his duties, and a 7 day period
to cure has elapsed without substantial improvement in performance to the
reasonable standards set by Bancorp or the Bank, respectively.

          C.   By Death or Disability.  Notwithstanding anything herein to the
contrary, this Agreement shall terminate if (i) Employee dies during the term
of this Agreement or (ii) Bancorp terminates this Agreement after Employee
shall be absent from his employment with Bancorp or the Bank for a continuous
period of more than six (6) months by reason of incapacity or illness which
Employee's physician determines has resulted in Employee's permanent
disability.  In either of such events, all obligations of Bancorp and the Bank
hereunder shall cease upon such termination except that from and after
Employee's death or date of termination as aforesaid Bancorp shall pay, or
cause the Bank to pay, on a monthly basis for a period of 6 months, an amount
equal to one-twelfth (1/12) of Employee's then-current aggregate Base Salary
from Bancorp and the Bank, such amount to be paid to Employee if he be then
living; if not, then to his surviving wife or his heirs or personal
representatives.

                         6.   SUCCESSORS AND ASSIGNS.

          The rights and obligations of Bancorp and the Bank under this
Agreement shall inure to the benefit of and be binding upon their respective
successors and assigns, but the rights of Employee hereunder are personal to
him and may not be assigned and shall not inure to the benefit of his heirs,
personal representatives or assigns, except as specifically provided for
herein.

          Bancorp will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of Bancorp or the Bank, expressly to assume and to
agree to perform this Agreement in the same manner and to the same extent that
Bancorp would have been required to perform if no such succession had taken
place.

                             7.   CONFIDENTIALITY.

          Employee agrees not to divulge to anyone, either during or after the
termination of his employment hereunder, any information acquired by him by
virtue of his employment with Bancorp or the Bank.  Upon the termination of
his employment, Employee agrees to immediately deliver to Bancorp all books,
papers documents and other materials or property of any nature belonging to
Bancorp or the Bank, including but not limited to originals and all copies of
any graphic or recorded materials of any kind, whether handwritten,
typewritten, printed, electronically stored or recorded in any manner.

                             8.   ATTORNEYS' FEES.

          Bancorp agrees to pay to Employee in full and as they are incurred
all legal fees and court costs incurred by Employee as a result of any
litigation arising from or in connection with this Agreement or the
enforcement of any rights or obligations created by this Agreement, whether
such litigation is initiated by Employee or Bancorp or the Bank and regardless
of the outcome of such litigation; provided, however that Bancorp will be
under no obligation to pay to Employee any costs, attorneys' fees or other
expenses incurred in connection with litigation initiated by Employee which is
subsequently determined by the Court in which such litigation is initiated, to
have been frivolous or filed in bad faith.

                                 9.   NOTICE.

          Any notice required or permitted to be given under this Agreement
shall be in writing and shall be given or made by certified or registered
mail, postage pre-paid, or by hand delivery, via courier or otherwise, as
follows, or to such other person or address as shall be hereafter designated
by notice given in accordance with this section:

          If to Bancorp or    Mid-America Bancorp and
          the Bank:           Bank of Louisville and Trust Company
                              500 West Broadway
                              Louisville, Kentucky  40202
                              Attn:  Chief Executive Officer

          If to the Employee: David N. Klein
                              c/o Bank of Louisville and Trust Co.
                              500 West Broadway
                              Louisville, Kentucky  40202

Any notice or other communication hereunder shall be deemed to have been duly
given or made (i) if made by hand, when delivered or when attempted delivery
shall be rejected; or (ii)  if made by letter, upon deposit thereof in the
mail, postage pre-paid, registered or certified, with return receipt
requested.  Notwithstanding the foregoing, any notice or other communication
hereunder which is actually received by a party hereto shall be deemed to have
been duly given or made to such party.

                     10.  ENTIRE AGREEMENT;  MODIFICATION.

          This Agreement contains the entire agreement of the parties.  It may
not be changed, altered or modified in any manner except by subsequent written
agreement, signed by Employee, Bancorp and the Bank.

                              11.  SEVERABILITY.

          The provisions of this Agreement shall be deemed entirely severable,
and the illegality, invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.

                              12.  GOVERNING LAW

          This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Kentucky.

     IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.

                              MID-AMERICA BANCORP ("BANCORP")

                              By:   /s/ Orson Oliver

                              Title:    President

                              BANK OF LOUISVILLE ("THE BANK")

                              By:   /s/ Orson Oliver

                              Title:    President

                              DAVID N. KLEIN ("EMPLOYEE")

                               /s/ David N. Klein

                                Exhibit 10 (d)

                                   AGREEMENT

     THIS AGREEMENT (hereinafter the "Agreement"), is made and entered into as
of the 5th day of April, 1993, by and between MID-AMERICA BANCORP, and its
wholly owned subsidiary, BANK OF LOUISVILLE AND TRUST COMPANY, both Kentucky
corporations with their principal places of business at 500 West Broadway,
Louisville, Kentucky 40202 (hereinafter "Bancorp" and the "Bank"
respectively); and RICHARD B. KLEIN, a resident of Louisville, Kentucky
(hereinafter "Employee").

                                   RECITALS

     As of the date hereof, Employee is employed by Bancorp as Executive Vice
President and by Bank as Executive Vice President, with responsibilities in
retail lending and lending operations. Bancorp and its Board of Directors
(hereinafter the "Board") recognize that the possibility exists of a Change in
Control (as hereinafter defined), and that the occurrence of a Change in
Control could result in an alteration of the terms and conditions of
Employee's employment, or otherwise create uncertainty and concern as to his
employment status.  The Board has determined that it is in Bancorp's best
interest to maintain stability and continuity of management both at Bancorp
and the Bank.  In this context, Bancorp particularly wishes to retain the
services of Employee and to ensure his continued dedication and efforts on
behalf of Bancorp and the Bank in the event of a Change in Control, and
eliminate undue concern for his personal employment and financial security.
Bancorp desires to provide Employee with certain benefits and protections in
his employment, particularly in the event of a Change in Control.

     NOW, THEREFORE, in consideration of the respective agreements of the
parties contained herein, it is agreed as follows:

                            1.   TERM OF AGREEMENT.

          This Agreement shall commence and be effective as of April 5, 1993,
and shall continue in effect through and including December 31, 1994.
Commencing on December 31, 1994, and on each December 31 thereafter
(hereinafter the "Anniversary Date"), the term of this Agreement shall be
automatically extended for a period of one (1) year, and shall continue in
effect from year-to-year unless (i) not less than ninety (90) days prior to an
Anniversary Date, by written notice to Employee, Bancorp elects not to extend,
or (ii) until otherwise terminated or extended as hereinafter provided.

                          2.   EMPLOYMENT OF EMPLOYEE

          A.   Effective Date.  Effective April 5, 1993, Bancorp hereby agrees
to employ Employee, and Employee accepts employment as Executive Vice-
President of Bancorp, with such duties as are presently consistent with such
title and office, and such different or additional duties as may be assigned
to Employee from time to time by the Board including, without limitation,
acting as an officer of the Bank if elected by the Board of Directors of the
Bank; provided, however, that any additional duties assigned to Employee shall
be consistent with Employee's status, title, position and responsibilities as
in effect at the time of execution of this Agreement.

          B.   Employee's Obligations.  Employee agrees to devote his full and
exclusive time, attention and energies to the business of Bancorp and as part
of such duties shall serve in such capacities for Bancorp and the Bank as may
be required of him during his employment pursuant to this Agreement.  He shall
not engage in any other business activity, whether or not such business
activity is pursued for gain, profit or other pecuniary advantage, except that
Employee shall be entitled to engage in civic and eleemosynary activities or
in passive investment activities so long as such activities do not compete or
interfere with his employment hereunder.

          C.   Compensation.  As compensation for his services hereunder,
Employee shall receive from Bancorp, the Bank or a combination thereof, an
aggregate annual salary of Ninety Thousand Dollars ($90,000.00), payable in
twenty-six (26) pay periods (hereinafter, as adjusted from time to time as
herein provided, the "Base Salary").  Employee's Base Salary shall be reviewed
annually for increases consistent with Bancorp's and the Bank's executive
compensation policies and Employee's duties and contributions to Bancorp and
the Bank.  Notwithstanding anything herein to the contrary, to the extent to
which he shall qualify, Employee shall be entitled to participate in any
employee benefit programs which may from time to time be in effect for Bancorp
or the Bank.

          D.   Cessation of Obligations.  The obligations of Bancorp and
Employee hereunder shall continue throughout the initial or any subsequent
term of this Agreement, unless this Agreement is terminated as provided
herein.

                            3.   CHANGE IN CONTROL.

          A.   Definition.  As used in this Agreement, a Change in Control of
Bancorp shall be deemed to have occurred if, and only if (i) Bertram W. Klein
(hereinafter "Klein"), the current Chief Executive Officer of Bancorp and the
Bank, ceases for any reason to hold the office of Chief Executive Officer of
Bancorp; or (ii) Klein and/or members of his immediate family (including only
Klein and his spouse, children, parents, or any trusts established for the
benefit of any of them) cease to hold ten percent (10%) or more of all
outstanding voting shares of Bancorp.

          B.   Effect of a Change in Control.  In the event of a Change in
Control, if Bancorp's legal existence is terminated (i.e. is dissolved), the
Bank hereby assumes and becomes severally obligated for the obligations of
this Agreement to Employee.  If Bancorp's legal existence is continued through
merger or other combination with or consolidation into any new or existing
entity, the Bank hereby assumes and becomes jointly and severally liable, with
such new entity, to Employee for all the obligations of Bancorp hereunder.
Upon a Change of Control, the term of this Agreement shall be immediately and
automatically extended for a period of five (5) years from the effective date
of such Change in Control (hereinafter the "Five Year Term").  At the end of
the Five Year Term, and upon each subsequent anniversary date of the Change in
Control, this Agreement shall be automatically extended for an additional one-
year period as provided in Paragraph 1 above, unless (i) Bancorp chooses not
to extend or (ii) this Agreement is otherwise terminated in accordance with
the provisions contained herein.

     During the Five Year Term, Employee shall be retained in Bank's employ
(and in Bancorp's employ unless Bancorp is dissolved after the Change in
Control), and be provided with compensation and benefits at least equal in the
aggregate to that received by Employee from Bancorp and the Bank immediately
prior to the effective date of the Change in Control, unless this Agreement is
otherwise terminated by Bancorp for Cause, or by reason of the Death or
Disability of Employee; provided, however, Employee shall continue to fulfill
his obligations pursuant to paragraph 2B of this Agreement.

     For a period of two (2) years following the effective date of a Change in
Control, Employee may terminate this Agreement at any time by providing
written notice of such voluntary termination to Bancorp or to the Bank at
least ninety (90) days prior to the effective date of such voluntary
termination, and, in such event (i) all obligations of Bancorp and the Bank
under this Agreement shall immediately cease as of the effective date of such
voluntary termination; and (ii) Employee shall only be entitled to receive
payment of salary and benefits accrued as of the effective date of such
voluntary termination.

     Should Employee continue in the employ of the Bank or Bancorp for a
period of at least two (2) years following the effective date of a Change in
Control, Employee may thereafter terminate this Agreement by providing written
notice of such voluntary termination to Bancorp or the Bank at least ninety
(90) days prior to the effective date of such voluntary termination and, in
such event, Bancorp shall pay to the Employee (i)  upon the effective date of
termination or at the next regular pay period thereafter all salary and other
benefits accrued and unpaid as of the effective date of Employee's voluntary
termination; and (ii) thereafter, on a monthly basis, an amount equal to one-
twelfth (1/12) of Employee's then-current Base Salary from Bancorp and the
Bank, such payments to continue for the lesser of (a) three (3) years from the
effective date of Employee's voluntary termination; or (b) the greater of one
year or the remainder of the Five Year Term.

               4.   CHANGE IN CONTROL AND DIMINUTION IN DUTIES.

          A.   Definition.  As used in this Agreement, a Diminution in Duties
shall mean any of the following events, occurring in conjunction with or
following a Change in Control:

               (i)  a change in Employee's status, position or
          responsibilities with Bancorp (unless Bancorp's separate
          existence ceases as a result of the Change in Control) or
          the Bank (including a material change in the number or
          positions of those employees or officers to whom Employee
          reports and who report to Employee) which, in Employee's
          reasonable judgement, represents a significant and
          adverse change in Employee's status, position or
          responsibilities as in effect immediately prior to the
          effective date of a Change in Control, or at any time
          thereafter;

               (ii)  the assignment to Employee of any duties or
          responsibilities which, in Employee's reasonable
          judgement, are inconsistent with Employee's status,
          position or responsibilities as in effect immediately
          prior to the effective date of the Change in Control or
          at any time thereafter;

               (iii)  any removal of Employee from, or failure to
          reappoint or reelect Employee to any of his positions
          with the Bank, unless such positions have been abolished
          as a result of a reorganization of the Bank, such as a
          merger or consolidation resulting from the Change in
          Control except in connection with the termination of this
          Agreement (a) by Bancorp or the Bank for Cause; (b) as a
          result of Employee's Death or Disability; or (c)  by
          Employee, other than as a result of a Diminution in
          Duties as described hereunder.  If Employee's position
          with the Bank has been abolished as herein provided, the
          appointment of Employee to such positions as have
          responsibilities, duties, and status within the Bank or
          successor organization similar to those of the office or
          position abolished will be deemed to be the reelection or
          reappointment as required herein.

               (iv)  a reduction in Employee's aggregate Base
          Salary or any failure to pay Employee within thirty (30)
          days of the date due any compensation or benefits to
          which he is entitled;

               (v)  the failure by Bancorp or the Bank to (a)
          continue in effect (without reduction in benefit levels
          and/or reward opportunities) any material compensation or
          benefit plan in which Employee was participating from
          Bancorp or the Bank immediately prior to the effective
          date of a Change in Control, unless a substitute or
          replacement has been implemented which provides
          substantially identical compensation or benefits to
          Employee or provides compensation equal or superior in
          value to such benefits plan; or (b) provide Employee with
          compensation and benefits equal or superior in value to
          that received from Bancorp and the Bank, in the
          aggregate, under each other compensation or employee
          benefit plan, program and practices in effect immediately
          prior to a Change in Control or at any time thereafter.

          B.   Effect of a Diminution in Duties.  Should the Employee suffer a
Diminution in Duties in conjunction with or following a Change in Control
Employee may at any time thereafter, upon written notice to Bancorp or the
Bank at least ninety (90) days prior to the effective date, voluntarily
terminate this Agreement and his employment with Bancorp and the Bank.  Upon
receipt of such notice of voluntary termination, Bancorp may, in its sole
discretion, waive the ninety (90) day notice requirement for Employee's
voluntary termination and consider such voluntary termination effective
immediately upon Bancorp or the Bank's receipt of Employee's written notice.
Under either of such circumstances, Bancorp shall pay to the Employee (i) upon
the effective date of termination, or at the next regular pay period
thereafter, the aggregate salary and other benefits accrued from Bancorp and
the Bank through the effective date of Employee's voluntary termination; and
(ii) thereafter on a monthly basis, an amount equal to one twelfth (1/12) of
Employee's then-current aggregate Base Salary from Bancorp and the Bank, such
payments to continue for the lesser of (a) three (3) years from the effective
date of Employee's voluntary termination or (b) the greater of one year or the
remainder of the Five Year Term.

                        5.   TERMINATION OF AGREEMENT.

          A.   By Employee.  Employee may terminate this Agreement and his
employment with Bancorp and the Bank at any time, by providing written notice
of his voluntary termination to Bancorp at least ninety (90) days prior to the
effective date of such voluntary termination.  In such an event, other than in
connection with a Change in Control or Diminution in Duties (i) all
obligations of Bancorp and the Bank under this Agreement shall immediately
cease, as of the effective date of the voluntary termination and (ii) Employee
shall be entitled to receive only payment of the aggregate salary and benefits
accrued from Bancorp and the Bank through the effective date of such voluntary
termination.

          B.   By Bancorp or the Bank.  Bancorp may terminate this Agreement
and, at its option, Employee's employment (i) immediately and at any time for
Cause, as that term is hereinafter defined, in which event all obligations of
Bancorp and the Bank under this Agreement shall cease immediately, as of the
effective date of the termination, and Employee shall be entitled to receive
payment of only the aggregate salary and benefits accrued from Bancorp and the
Bank through the effective date of the termination; or (ii) at any time prior
to a Change in Control, without cause and upon written notice to Employee,
which notice shall at Bancorp's option be effective immediately or at some
future date not to exceed ninety (90) days following date of the notice of
termination, in which event Bancorp shall itself, or cause the Bank to, pay to
Employee all salaries and benefits accrued from Bancorp or the Bank through
the effective date of the termination.  In addition, Employee shall also be
entitled to receive a lump-sum payment in an amount equal to Employee's then-
current aggregate Base Salary from Bancorp and the Bank (exclusive of any
stock options, profit sharing, bonuses or other benefits).   An election by
Bancorp not to renew or extend Employee's employment as provided in Section 1
hereof, other than for Cause, shall be deemed a termination of this Agreement
by Bancorp without Cause and shall give rise to rights to Employee under this
Subparagraph 5B.

     As used in this Agreement, "Cause" for termination shall be limited to
the following:  (i) Employee's conviction of a felony; (ii) the issuance by
any state or federal bank regulatory agency of a request or demand for removal
of Employee from employment with Bancorp or the Bank or from any office which
Employee then holds with Bancorp or the Bank; (iii) Employee's material breach
of Paragraph 2B of this Agreement; (iv) Employee's gross negligence in the
performance of his duties hereunder; or (v) failure of Employee to
substantially perform  his duties hereunder (other than failure resulting from
Employee's disability) after demand for substantial performance is delivered
to Employee by Bancorp or the Bank, identifying specifically the manner in
which Employee has not substantially performed his duties, and a 7 day period
to cure has elapsed without substantial improvement in performance to the
reasonable standards set by Bancorp or the Bank, respectively.

          C.   By Death or Disability.  Notwithstanding anything herein to the
contrary, this Agreement shall terminate if (i) Employee dies during the term
of this Agreement or (ii) Bancorp terminates this Agreement after Employee
shall be absent from his employment with Bancorp or the Bank for a continuous
period of more than six (6) months by reason of incapacity or illness which
Employee's physician determines has resulted in Employee's permanent
disability.  In either of such events, all obligations of Bancorp and the Bank
hereunder shall cease upon such termination except that from and after
Employee's death or date of termination as aforesaid Bancorp shall pay, or
cause the Bank to pay, on a monthly basis for a period of 6 months, an amount
equal to one-twelfth (1/12) of Employee's then-current aggregate Base Salary
from Bancorp and the Bank, such amount to be paid to Employee if he be then
living; if not, then to his surviving wife or his heirs or personal
representatives.

                         6.   SUCCESSORS AND ASSIGNS.

          The rights and obligations of Bancorp and the Bank under this
Agreement shall inure to the benefit of and be binding upon their respective
successors and assigns, but the rights of Employee hereunder are personal to
him and may not be assigned and shall not inure to the benefit of his heirs,
personal representatives or assigns, except as specifically provided for
herein.

          Bancorp will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of Bancorp or the Bank, expressly to assume and to
agree to perform this Agreement in the same manner and to the same extent that
Bancorp would have been required to perform if no such succession had taken
place.

                             7.   CONFIDENTIALITY.

          Employee agrees not to divulge to anyone, either during or after the
termination of his employment hereunder, any information acquired by him by
virtue of his employment with Bancorp or the Bank.  Upon the termination of
his employment, Employee agrees to immediately deliver to Bancorp all books,
papers documents and other materials or property of any nature belonging to
Bancorp or the Bank, including but not limited to originals and all copies of
any graphic or recorded materials of any kind, whether handwritten,
typewritten, printed, electronically stored or recorded in any manner.

                             8.   ATTORNEYS' FEES.

          Bancorp agrees to pay to Employee in full and as they are incurred
all legal fees and court costs incurred by Employee as a result of any
litigation arising from or in connection with this Agreement or the
enforcement of any rights or obligations created by this Agreement, whether
such litigation is initiated by Employee or Bancorp or the Bank and regardless
of the outcome of such litigation; provided, however that Bancorp will be
under no obligation to pay to Employee any costs, attorneys' fees or other
expenses incurred in connection with litigation initiated by Employee which is
subsequently determined by the Court in which such litigation is initiated, to
have been frivolous or filed in bad faith.

                                 9.   NOTICE.

          Any notice required or permitted to be given under this Agreement
shall be in writing and shall be given or made by certified or registered
mail, postage pre-paid, or by hand delivery, via courier or otherwise, as
follows, or to such other person or address as shall be hereafter designated
by notice given in accordance with this section:

          If to Bancorp or    Mid-America Bancorp and
          the Bank:           Bank of Louisville and Trust Company
                              500 West Broadway
                              Louisville, Kentucky  40202
                              Attn:  Chief Executive Officer

          If to the Employee: Richard B. Klein
                              c/o Bank of Louisville and Trust Co.
                              500 West Broadway
                              Louisville, Kentucky  40202

Any notice or other communication hereunder shall be deemed to have been duly
given or made (i) if made by hand, when delivered or when attempted delivery
shall be rejected; or (ii)  if made by letter, upon deposit thereof in the
mail, postage pre-paid, registered or certified, with return receipt
requested.  Notwithstanding the foregoing, any notice or other communication
hereunder which is actually received by a party hereto shall be deemed to have
been duly given or made to such party.

                     10.  ENTIRE AGREEMENT;  MODIFICATION.

          This Agreement contains the entire agreement of the parties.  It may
not be changed, altered or modified in any manner except by subsequent written
agreement, signed by Employee, Bancorp and the Bank.

                              11.  SEVERABILITY.

          The provisions of this Agreement shall be deemed entirely severable,
and the illegality, invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.

                              12.  GOVERNING LAW

          This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Kentucky.

    IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.

                              MID-AMERICA BANCORP ("BANCORP")

                              By: /s/ Orson Oliver

                              Title: President

                              BANK OF LOUISVILLE ("THE BANK")

                              By: /s/ Orson Oliver

                              Title: President

                              RICHARD B. KLEIN ("EMPLOYEE")

                              /s/ Richard B. Klein

                                Exhibit 10 (e)

                                   AGREEMENT

     THIS AGREEMENT (hereinafter the "Agreement"), is made and entered into as
of the 5th day of April, 1993, by and between MID-AMERICA BANCORP, and its
wholly owned subsidiary, BANK OF LOUISVILLE AND TRUST COMPANY, both Kentucky
corporations with their principal places of business at 500 West Broadway,
Louisville, Kentucky 40202 (hereinafter "Bancorp" and the "Bank"
respectively); and ROBERT H. SACHS, residing at 2344 Page Avenue, Louisville,
Kentucky, 40205 (hereinafter "Employee").

                                   RECITALS

     Employee will begin his employment on the date hereof and will assume
substantial responsibilities as Executive Vice-President and General Counsel
of Bancorp.  He is also expected to act as an officer of the Bank as
requested.  Bancorp and its Board of Directors (hereinafter the "Board")
recognize that the possibility exists of a Change in Control (as hereinafter
defined), and that the occurrence of a Change in Control could result in an
alteration of the terms and conditions of Employee's employment, or otherwise
create uncertainty and concern as to his employment status.  The Board has
determined that it is in Bancorp's best interest to maintain stability and
continuity of management both at Bancorp and the Bank.  In this context,
Bancorp particularly wishes to retain the services of Employee and to ensure
his continued dedication and efforts on behalf of Bancorp and the Bank in the
event of a Change in Control, and eliminate undue concern for his personal
employment and financial security.  Bancorp desires to provide Employee with
certain benefits and protections in his employment, particularly in the event
of a Change in Control.

     NOW, THEREFORE, in consideration of the respective agreements of the
parties contained herein, it is agreed as follows:

                            1.   TERM OF AGREEMENT.

          This Agreement shall commence and be effective as of April 5, 1993,
and shall continue in effect through and including December 31, 1994.
Commencing on December 31, 1994, and on each December 31 thereafter
(hereinafter the "Anniversary Date"), the term of this Agreement shall be
automatically extended for a period of one (1) year, and shall continue in
effect from year-to-year for a period not to exceed Four (4) additional years
unless (i) not less than ninety (90) days prior to an Anniversary Date, by
written notice to Employee, Bancorp elects not to extend, or (ii) until
otherwise terminated or extended as hereinafter provided.

                          2.   EMPLOYMENT OF EMPLOYEE

          A.   Effective Date.  Effective April 5, 1993, Bancorp hereby agrees
to employ Employee, and Employee accepts employment as Executive Vice-
President and General Counsel of Bancorp, with such duties as are presently
consistent with such title and office, and such different or additional duties
as may be assigned to Employee from time to time by the Board including,
without limitation, acting as an officer and General Counsel of the Bank if
elected by the Board of Directors of the Bank; provided, however, that any
additional duties assigned to Employee shall be consistent with Employee's
status, title, position and responsibilities as in effect at the time of
execution of this Agreement.

          B.   Employee's Obligations.  Employee agrees to devote his full and
exclusive time, attention and energies to the business of Bancorp and as part
of such duties shall serve in such capacities for Bancorp and the Bank as may
be required of him during his employment pursuant to this Agreement.  He shall
not engage in any other business activity, whether or not such business
activity is pursued for gain, profit or other pecuniary advantage, except that
Employee shall be entitled to engage in civic and eleemosynary activities or
in passive investment activities so long as such activities do not compete or
interfere with his employment hereunder.

          C.   Compensation.  As compensation for his services hereunder,
Employee shall receive from Bancorp, the Bank or a combination thereof, an
aggregate annual salary of One Hundred Twenty-Five Thousand Dollars
($125,000.00), payable in twenty-six (26) pay periods (hereinafter, as
adjusted from time to time as herein provided, the "Base Salary").  Employee's
Base Salary shall be reviewed annually for increases consistent with Bancorp's
and the Bank's executive compensation policies and Employee's duties and
contributions to Bancorp and the Bank.  Notwithstanding anything herein to the
contrary, to the extent to which he shall qualify, Employee shall be entitled
to participate in any employee benefit programs which may from time to time be
in effect for Bancorp or the Bank.

          D.   Cessation of Obligations.  The obligations of Bancorp and
Employee hereunder shall continue throughout the initial or any subsequent
term of this Agreement, unless this Agreement is terminated as provided
herein.

                            3.   CHANGE IN CONTROL.

          A.   Definition.  As used in this Agreement, a Change in Control of
Bancorp shall be deemed to have occurred if, and only if (i) Bertram W. Klein
(hereinafter "Klein"), the current Chief Executive Officer of Bancorp and the
Bank, ceases for any reason to hold the office of Chief Executive Officer of
Bancorp; or (ii) Klein and/or members of his immediate family (including only
Klein and his spouse, children, parents, or any trusts established for the
benefit of any of them) cease to hold ten percent (10%) or more of all
outstanding voting shares of Bancorp.

          B.   Effect of a Change in Control.  In the event of a Change in
Control, if Bancorp's legal existence is terminated (i.e. is dissolved), the
Bank hereby assumes and becomes severally obligated for the obligations of
this Agreement to Employee.  If Bancorp's legal existence is continued through
merger or other combination with or consolidation into any new or existing
entity, the Bank hereby assumes and becomes jointly and severally liable, with
such new entity, to Employee for all the obligations of Bancorp hereunder.
Upon Change in Control, the term of this Agreement shall be immediately and
automatically extended until December 31, 1998.  Thereafter, and upon each
subsequent December 31, this Agreement shall be automatically extended for an
additional one-year period as provided in Paragraph 1 above, unless (i)
Bancorp chooses not to extend or (ii) this Agreement is otherwise terminated
in accordance with the provisions contained herein.

     Until December 31, 1998, Employee shall be retained in Bank's employ (and
in Bancorp's employ unless Bancorp is dissolved after the Change in Control),
and be provided with compensation and benefits at least equal in the aggregate
to that received by Employee from Bancorp and the Bank immediately prior to
the effective date of the Change in Control, unless this Agreement is
otherwise terminated by Bancorp for Cause, or by reason of the Death or
Disability of Employee; provided, however, Employee shall continue to fulfill
his obligations pursuant to paragraph 2B of this Agreement.

     At any time prior to the earlier of (a) December 31, 1998, or (b) the
expiration of twenty-four months following the effective date of a Change in
Control, Employee may terminate this Agreement by providing written notice of
such voluntary termination to Bancorp or to the Bank at least ninety (90) days
prior to the effective date of such voluntary termination, and, in such event
(i) all obligations of Bancorp and the Bank under this Agreement shall
immediately cease as of the effective date of such voluntary termination; and
(ii) Employee shall only be entitled to receive payment of salary and benefits
accrued as of the effective date of such voluntary termination.

     Should Employee continue in the employ of the Bank or Bancorp for the
lesser of (a) the remaining period until December 31, 1998, or (b) twenty-four
months following the effective date of a Change in Control, Employee may
thereafter terminate this Agreement by providing written notice of such
voluntary termination to Bancorp or the Bank at least ninety (90) days prior
to the effective date of such voluntary termination and, in such event,
Bancorp shall pay to the Employee (i)  upon the effective date of termination
or at the next regular pay period thereafter all salary and other benefits
accrued and unpaid as of the effective date of Employee's voluntary
termination; and (ii) thereafter, on a monthly basis, an amount equal to one-
twelfth (1/12) of Employee's then-current Base Salary from Bancorp and the
Bank, such payments to continue for the greater of (a) the number of months
remaining until December 31, 1998 or (b) twenty-four months.

               4.   CHANGE IN CONTROL AND DIMINUTION IN DUTIES.

          A.   Definition.  As used in this Agreement, a Diminution in Duties
shall mean any of the following events, occurring in conjunction with or
following a Change in Control:

               (i)  a change in Employee's status, position or
          responsibilities with Bancorp (unless Bancorp's separate
          existence ceases as a result of the Change in Control) or
          the Bank (including a material change in the number or
          positions of those employees or officers to whom Employee
          reports and who report to Employee) which, in Employee's
          reasonable judgement, represents a significant and
          adverse change in Employee's status, position or
          responsibilities as in effect immediately prior to the
          effective date of a Change in Control, or at any time
          thereafter;

               (ii)  the assignment to Employee of any duties or
          responsibilities which, in Employee's reasonable
          judgement, are inconsistent with Employee's status,
          position or responsibilities as in effect immediately
          prior to the effective date of the Change in Control or
          at any time thereafter;

               (iii)  any removal of Employee from, or failure to
          reappoint or reelect Employee to any of his positions
          with the Bank, unless such positions have been abolished
          as a result of a reorganization of the Bank, such as a
          merger or consolidation resulting from the Change in
          Control except in connection with the termination of this
          Agreement (a) by Bancorp or the Bank for Cause; (b) as a
          result of Employee's Death or Disability; or (c)  by
          Employee, other than as a result of a Diminution in
          Duties as described hereunder.  If Employee's position
          with the Bank has been abolished as herein provided, the
          appointment of Employee to such positions as have
          responsibilities, duties, and status within the Bank or
          successor organization similar to those of the office or
          position abolished will be deemed to be the reelection or
          reappointment as required herein.

               (iv)  a reduction in Employee's aggregate Base
          Salary or any failure to pay Employee within thirty (30)
          days of the date due any compensation or benefits to
          which he is entitled;

               (v)  the failure by Bancorp or the Bank to (a)
          continue in effect (without reduction in benefit levels
          and/or reward opportunities) any material compensation or
          benefit plan in which Employee was participating from
          Bancorp or the Bank immediately prior to the effective
          date of a Change in Control, unless a substitute or
          replacement has been implemented which provides
          substantially identical compensation or benefits to
          Employee or provides compensation equal or superior in
          value to such benefits plan ; or (b) provide Employee
          with compensation and benefits equal or superior in value
          to that received from Bancorp and the Bank, in the
          aggregate, under each other compensation or employee
          benefit plan, program and practices in effect immediately
          prior to a Change in Control or at any time thereafter.

          B.   Effect of a Diminution in Duties.  Should the Employee suffer a
Diminution in Duties in conjunction with or following a Change in Control
Employee may at any time thereafter, upon written notice to Bancorp or the
Bank at least ninety (90) days prior to the effective date, voluntarily
terminate this Agreement and his employment with Bancorp and the Bank.  Upon
receipt of such notice of voluntary termination, Bancorp may, in its sole
discretion, waive the ninety (90) day notice requirement for Employee's
voluntary termination and consider such voluntary termination effective
immediately upon Bancorp or the Bank's receipt of Employee's written notice.
Under either of such circumstances, Bancorp shall pay to the Employee (i) upon
the effective date of termination, or at the next regular pay period
thereafter, the aggregate salary and other benefits accrued from Bancorp and
the Bank through the effective date of Employee's voluntary termination; and
(ii) thereafter on a monthly basis, an amount equal to one twelfth (1/12) of
Employee's then-current aggregate Base Salary from Bancorp and the Bank, such
payments to continue for the lesser of (a) three (3) years from the effective
date of Employee's voluntary termination or (b) the greater of one year or
until December 31, 1998.

                        5.   TERMINATION OF AGREEMENT.

          A.   By Employee.  Employee may terminate this Agreement and his
employment with Bancorp and the Bank at any time, by providing written notice
of his voluntary termination to Bancorp at least ninety (90) days prior to the
effective date of such voluntary termination.  In such an event, other than in
connection with a Change in Control or Diminution in Duties (i) all
obligations of Bancorp and the Bank under this Agreement shall immediately
cease, as of the effective date of the voluntary termination and (ii) Employee
shall be entitled to receive only payment of the aggregate salary and benefits
accrued from Bancorp and the Bank through the effective date of such voluntary
termination.

          B.   By Bancorp or the Bank.  Bancorp may terminate this Agreement
and, at its option, Employee's employment (i) immediately and at any time for
Cause, as that term is hereinafter defined, in which event all obligations of
Bancorp and the Bank under this Agreement shall cease immediately, as of the
effective date of the termination, and Employee shall be entitled to receive
payment of only the aggregate salary and benefits accrued from Bancorp and the
Bank through the effective date of the termination; or (ii) at any time prior
to a Change in Control, without cause and upon written notice to Employee,
which notice shall at Bancorp's option be effective immediately or at some
future date not to exceed ninety (90) days following date of the notice of
termination, in which event Bancorp shall itself, or cause the Bank to, pay to
Employee all salaries and benefits accrued from Bancorp or the Bank through
the effective date of the termination.  In addition, Employee shall also be
entitled to receive a lump-sum payment in an amount equal to Employee's then-
current aggregate Base Salary from Bancorp and the Bank (exclusive of any
stock options, profit sharing, bonuses or other benefits).   An election by
Bancorp not to renew or extend Employee's employment as provided in Section 1
hereof, other than for Cause, shall be deemed a termination of this Agreement
by Bancorp without Cause and shall give rise to rights to Employee under this
Subparagraph.

     As used in this Agreement, "Cause" for termination shall be limited to
the following:  (i) Employee's conviction of a felony; (ii) the issuance by
any state or federal bank regulatory agency of a request or demand for removal
of Employee from employment with Bancorp or the Bank or from any office which
Employee then holds with Bancorp or the Bank; (iii) Employee's material breach
of Paragraph 2B of this Agreement; (iv) Employee's gross negligence in the
performance of his duties hereunder; or (v) failure of Employee to
substantially perform  his duties hereunder (other than failure resulting from
Employee's disability) after demand for substantial performance is delivered
to Employee by Bancorp or the Bank, identifying specifically the manner in
which Employee has not substantially performed his duties, and a 7 day period
to cure has elapsed without substantial improvement in performance to the
reasonable standards set by Bancorp or the Bank, respectively.

          C.   By Death or Disability.  Notwithstanding anything herein to the
contrary, this Agreement shall terminate if (i) Employee dies during the term
of this Agreement or (ii) Bancorp terminates this Agreement after Employee
shall be absent from his employment with Bancorp or the Bank for a continuous
period of more than six (6) months by reason of incapacity or illness which
Employee's physician determines has resulted in Employee's permanent
disability.  In either of such events, all obligations of Bancorp and the Bank
hereunder shall cease upon such termination except that from and after
Employee's death or date of termination as aforesaid Bancorp shall pay, or
cause the Bank to pay, on a monthly basis for a period of 6 months, an amount
equal to one-twelfth (1/12) of Employee's then-current aggregate Base Salary
from Bancorp and the Bank, such amount to be paid to Employee if he be then
living; if not, then to his surviving wife or his heirs or personal
representatives.

                         6.   SUCCESSORS AND ASSIGNS.

          The rights and obligations of Bancorp and the Bank under this
Agreement shall inure to the benefit of and be binding upon their respective
successors and assigns, but the rights of Employee hereunder are personal to
him and may not be assigned and shall not inure to the benefit of his heirs,
personal representatives or assigns, except as specifically provided for
herein.

          Bancorp will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of Bancorp or the Bank, expressly to assume and to
agree to perform this Agreement in the same manner and to the same extent that
Bancorp would have been required to perform if no such succession had taken
place.

                             7.   CONFIDENTIALITY.

          Employee agrees not to divulge to anyone, either during or after the
termination of his employment hereunder, any information acquired by him by
virtue of his employment with Bancorp or the Bank.  Upon the termination of
his employment, Employee agrees to immediately deliver to Bancorp all books,
papers documents and other materials or property of any nature belonging to
Bancorp or the Bank, including but not limited to originals and all copies of
any graphic or recorded materials of any kind, whether handwritten,
typewritten, printed, electronically stored or recorded in any manner.

                             8.   ATTORNEYS' FEES.

          Bancorp agrees to pay to Employee in full and as they are incurred
all legal fees and court costs incurred by Employee as a result of any
litigation arising from or in connection with this Agreement or the
enforcement of any rights or obligations created by this Agreement, whether
such litigation is initiated by Employee or Bancorp or the Bank and regardless
of the outcome of such litigation; provided, however that Bancorp will be
under no obligation to pay to Employee any costs, attorneys' fees or other
expenses incurred in connection with litigation initiated by Employee which is
subsequently determined by the Court in which such litigation is initiated, to
have been frivolous or filed in bad faith.

                                 9.   NOTICE.

          Any notice required or permitted to be given under this Agreement
shall be in writing and shall be given or made by certified or registered
mail, postage pre-paid, or by hand delivery, via courier or otherwise, as
follows, or to such other person or address as shall be hereafter designated
by notice given in accordance with this section:

          If to Bancorp or    Mid-America Bancorp and
          the Bank:           Bank of Louisville and Trust Company
                              500 West Broadway
                              Louisville, Kentucky  40202
                              Attn:  Chief Executive Officer

          If to the Employee: Robert H. Sachs
                              2344 Page Avenue
                              Louisville, Kentucky  40205

Any notice or other communication hereunder shall be deemed to have been duly
given or made (i) if made by hand, when delivered or when attempted delivery
shall be rejected; or (ii)  if made by letter, upon deposit thereof in the
mail, postage pre-paid, registered or certified, with return receipt
requested.  Notwithstanding the foregoing, any notice or other communication
hereunder which is actually received by a party hereto shall be deemed to have
been duly given or made to such party.

                     10.  ENTIRE AGREEMENT;  MODIFICATION.

          This Agreement contains the entire agreement of the parties.  It may
not be changed, altered or modified in any manner except by subsequent written
agreement, signed by Employee and Bancorp and the Bank.

                              11.  SEVERABILITY.

          The provisions of this Agreement shall be deemed entirely severable,
and the illegality, invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.

                              12.  GOVERNING LAW

          This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Kentucky.

                          13.  ADDITIONAL PROVISIONS

          A.   Employee will participate in all of the benefits
               and compensation programs available to employees of
               Bancorp and the Bank at the level of Executive
               Vice-President, including but not limited to the
               Employee Stock Ownership Plan, Incentive Stock
               Option Plan, Incentive Compensation Plan,
               Retirement Plan, and the health and life insurance
               plans.

          B.   In addition to the participation provided for in
               Subsection A hereof,

               (i)  Bancorp will grant to Employee stock options
                    on 10,000 shares of Bancorp common stock on
                    the date hereof under the Incentive Stock
                    Option Plan at a price of $17.00.  These
                    options shall not be exercisable until January
                    1, 1996, unless there is a Change of Control
                    as defined herein.  In the event of a Change
                    of Control before January 1, 1996, these
                    options will be exercisable immediately.  In
                    all other respects, these stock options will
                    be subject to the provisions of the Incentive
                    Stock Option Plan, and

               (ii) Bancorp will grant to Employee on the date
                    hereof 31,988 Stock Appreciation Rights in
                    Bancorp at $17.00 each.  Such Rights will be
                    adjusted from time to time for stock splits,
                    stock dividends and the like.  Upon a Change
                    in Control on or before December 31, 1998 and
                    if Employee is then an employee of the Bank or
                    Bancorp, these Rights will be then treated as
                    stock options pursuant to the rules applicable
                    thereto under the Incentive Stock Option Plan,
                    except that the period in which the Rights can
                    be exercised will begin on the date of the
                    Change in Control.  If there is no Change in
                    Control on or before December 31, 1998 or if
                    Employee ceases to be an Employee of Bancorp
                    or the Bank prior to the occurrence of a
                    Change in Control, these Rights will be
                    forfeited and will be null and void.  For
                    purposes of this sub-paragraph (ii) only,
                    "Change in Control" will mean (a) the
                    reduction in share holdings of Klein and/or
                    his immediate family, as defined herein, to
                    less than ten percent (10%) of all outstanding
                    voting shares of Mid-America Bancorp, (b) the
                    acquisition (directly or indirectly) of at
                    least twenty percent (20%) of such shares by
                    someone other than Klein and/or his immediate
                    family, or (c) if Mid-America Bancorp ceases
                    to hold 100 percent of the shares of Bank of
                    Louisville.

             (iii)  Bancorp shall or shall cause the Bank to
                    provide a new automobile for the use of
                    Employee during his employment hereunder and
                    will pay for the attendant insurance,
                    maintenance and operation costs thereof.  From
                    time to time, the Bank will replace the
                    automobile with a new model in accordance with
                    its practice applicable to Executive Vice
                    Presidents.

     IN WITNESS WHEREOF, the parties have executed this Agreement
the day and year first above written.

                              MID-AMERICA BANCORP ("BANCORP")

                              By: /s/ Bertram W. Klein

                              Title: Chairman

                              BANK OF LOUISVILLE ("THE BANK")

                              By: /s/ Orson Oliver

                              Title: President

                              ROBERT H. SACHS ("EMPLOYEE")

                              /s/ Robert H. Sachs

                                Exhibit 10 (f)

                                   AGREEMENT

     THIS AGREEMENT (hereinafter the "Agreement"), is made and entered into as
of the 5th day of April, 1993, by and between MID-AMERICA BANCORP, and its
wholly owned subsidiary, BANK OF LOUISVILLE AND TRUST COMPANY, both Kentucky
corporations with their principal places of business at 500 West Broadway,
Louisville, Kentucky 40202 (hereinafter "Bancorp" and the "Bank"
respectively); and GAIL W. POHN, residing at 5401 Pueblo Road, Louisville,
Kentucky, 40207 (hereinafter "Employee").

                                   RECITALS

     Employee will begin his employment on the date hereof and will assume
substantial responsibilities as Executive Vice-President of Bancorp.  He is
also expected to act as an officer of the Bank as requested.  Bancorp and its
Board of Directors (hereinafter the "Board") recognize that the possibility
exists of a Change in Control (as hereinafter defined), and that the
occurrence of a Change in Control could result in an alteration of the terms
and conditions of Employee's employment, or otherwise create uncertainty and
concern as to his employment status.  The Board has determined that it is in
Bancorp's best interest to maintain stability and continuity of management
both at Bancorp and the Bank.  In this context, Bancorp particularly wishes to
retain the services of Employee and to ensure his continued dedication and
efforts on behalf of Bancorp and the Bank in the event of a Change in Control,
and eliminate undue concern for his personal employment and financial
security.  Bancorp desires to provide Employee with certain benefits and
protections in his employment, particularly in the event of a Change in
Control.

     NOW, THEREFORE, in consideration of the respective agreements of the
parties contained herein, it is agreed as follows:

                            1.   TERM OF AGREEMENT.

          This Agreement shall commence and be effective as of April 5, 1993,
and shall continue in effect through and including December 31, 1994.
Commencing on December 31, 1994, and on each December 31 thereafter
(hereinafter the "Anniversary Date"), the term of this Agreement shall be
automatically extended for a period of one (1) year, and shall continue in
effect from year-to-year unless (i) not less than ninety (90) days prior to an
Anniversary Date, by written notice to Employee, Bancorp elects not to extend,
or (ii) until otherwise terminated or extended as hereinafter provided.

                          2.   EMPLOYMENT OF EMPLOYEE

          A.   Effective Date.  Effective April 5, 1993, Bancorp hereby agrees
to employ Employee, and Employee accepts employment as Executive Vice-
President of Bancorp, with such duties as are presently consistent with such
title and office, and such different or additional duties as may be assigned
to Employee from time to time by the Board including, without limitation,
acting as an officer of the Bank if elected by the Board of Directors of the
Bank; provided, however, that any additional duties assigned to Employee shall
be consistent with Employee's status, title, position and responsibilities as
contemplated at the time of execution of this Agreement.

          B.   Employee's Obligations.  Employee agrees to devote his full and
exclusive time, attention and energies to the business of Bancorp and as part
of such duties shall serve in such capacities for Bancorp and the Bank as may
be required of him during his employment pursuant to this Agreement.  He shall
not engage in any other business activity, whether or not such business
activity is pursued for gain, profit or other pecuniary advantage, except that
Employee shall be entitled to engage in civic and eleemosynary activities or
in passive investment activities so long as such activities do not compete or
interfere with his employment hereunder.

          C.   Compensation.  As compensation for his services hereunder,
Employee shall receive from Bancorp, the Bank or a combination thereof, an
aggregate annual salary of One Hundred Thirty-Five Thousand Dollars
($135,000.00), payable in twenty-six (26) pay periods (hereinafter, as
adjusted from time to time as herein provided, the "Base Salary").  Employee's
Base Salary shall be reviewed annually for increases consistent with Bancorp's
and the Bank's executive compensation policies and Employee's duties and
contributions to Bancorp and the Bank.  Notwithstanding anything herein to the
contrary, to the extent to which he shall qualify, Employee shall be entitled
to participate in any employee benefit programs which may from time to time be
in effect for Bancorp or the Bank.

     On December 31, 1993 and on each December 31st thereafter through
December 31, 1997, in addition to Employee's annual salary, Employee shall
receive a payment of $6,000.00.  This payment shall be in addition to, and
shall not be used in calculating or otherwise determining, any other bonus or
compensation Employee may be entitled to receive under or pursuant to any
bonus or compensation plan or program of Bancorp or the Bank.

          D.   Cessation of Obligations.  The obligations of Bancorp and
Employee hereunder shall continue throughout the initial or any subsequent
term of this Agreement, unless this Agreement is terminated as provided
herein.

                            3.   CHANGE IN CONTROL.

          A.   Definition.  As used in this Agreement, a Change in Control of
Bancorp shall be deemed to have occurred if, and only if (i) Bertram W. Klein
(hereinafter "Klein"), the current Chief Executive Officer of Bancorp and the
Bank, ceases for any reason to hold the office of Chief Executive Officer of
Bancorp; or (ii) Klein and/or members of his immediate family (including only
Klein and his spouse, children, parents, or any trusts established for the
benefit of any of them) cease to hold ten percent (10%) or more of all
outstanding voting shares of Bancorp.

          B.   Effect of a Change in Control.  In the event of a Change in
Control, if Bancorp's legal existence is terminated (i.e. is dissolved), the
Bank hereby assumes and becomes severally obligated for the obligations of
this Agreement to Employee.  If Bancorp's legal existence is continued through
merger or other combination with or consolidation into any new or existing
entity, the Bank hereby assumes and becomes jointly and severally liable, with
such new entity, to Employee for all the obligations of Bancorp hereunder.
Upon a Change of Control, the term of this Agreement shall be immediately and
automatically extended for a period of five (5) years from the effective date
of such Change in Control (hereinafter the "Five Year Term").  At the end of
the Five Year Term, and upon each subsequent anniversary date of the Change in
Control, this Agreement shall be automatically extended for an additional one-
year period as provided in Paragraph 1 above, unless (i) Bancorp chooses not
to extend or (ii) this Agreement is otherwise terminated in accordance with
the provisions contained herein.

     During the Five Year Term, Employee shall be retained in Bank's employ
(and in Bancorp's employ unless Bancorp is dissolved after the Change in
Control), and be provided with compensation and benefits at least equal in the
aggregate to that received by Employee from Bancorp and the Bank immediately
prior to the effective date of the Change in Control, unless this Agreement is
otherwise terminated by Bancorp for Cause, or by reason of the Death or
Disability of Employee; provided, however, Employee shall continue to fulfill
his obligations pursuant to paragraph 2B of this Agreement.

     For a period of two (2) years following the effective date of a Change in
Control, Employee may terminate this Agreement at any time by providing
written notice of such voluntary termination to Bancorp or to the Bank at
least ninety (90) days prior to the effective date of such voluntary
termination, and, in such event (i) all obligations of Bancorp and the Bank
under this Agreement shall immediately cease as of the effective date of such
voluntary termination; and (ii) Employee shall only be entitled to receive
payment of salary and benefits accrued as of the effective date of such
voluntary termination.

     Should Employee continue in the employ of the Bank or Bancorp for a
period of at least two (2) years following the effective date of a Change in
Control, Employee may thereafter terminate this Agreement by providing written
notice of such voluntary termination to Bancorp or the Bank at least ninety
(90) days prior to the effective date of such voluntary termination and, in
such event, Bancorp shall pay to the Employee (i)  upon the effective date of
termination or at the next regular pay period thereafter all salary and other
benefits accrued and unpaid as of the effective date of Employee's voluntary
termination; and (ii) thereafter, on a monthly basis, an amount equal to one-
twelfth (1/12) of Employee's then-current Base Salary from Bancorp and the
Bank, such payments to continue for the lesser of (a) three (3) years from the
effective date of Employee's voluntary termination; or (b) the greater of one
year or the remainder of the Five Year Term.

               4.   CHANGE IN CONTROL AND DIMINUTION IN DUTIES.

          A.   Definition.  As used in this Agreement, a Diminution in Duties
shall mean any of the following events, occurring in conjunction with or
following a Change in Control:

               (i)  a change in Employee's status, position or
          responsibilities with Bancorp (unless Bancorp's separate
          existence ceases as a result of the Change in Control) or
          the Bank (including a material change in the number or
          positions of those employees or officers to whom Employee
          reports and who report to Employee) which, in Employee's
          reasonable judgement, represents a significant and
          adverse change in Employee's status, position or
          responsibilities as in effect immediately prior to the
          effective date of a Change in Control, or at any time
          thereafter;

               (ii)  the assignment to Employee of any duties or
          responsibilities which, in Employee's reasonable
          judgement, are inconsistent with Employee's status,
          position or responsibilities as in effect immediately
          prior to the effective date of the Change in Control or
          at any time thereafter;

               (iii)  any removal of Employee from, or failure to
          reappoint or reelect Employee to any of his positions
          with the Bank, unless such positions have been abolished
          as a result of a reorganization of the Bank, such as a
          merger or consolidation resulting from the Change in
          Control except in connection with the termination of this
          Agreement (a) by Bancorp or the Bank for Cause; (b) as a
          result of Employee's Death or Disability; or (c)  by
          Employee, other than as a result of a Diminution in
          Duties as described hereunder.  If Employee's position
          with the Bank has been abolished as herein provided, the
          appointment of Employee to such positions as have
          responsibilities, duties, and status within the Bank or
          successor organization similar to those of the office or
          position abolished will be deemed to be the reelection or
          reappointment as required herein.

               (iv)  a reduction in Employee's aggregate Base
          Salary or any failure to pay Employee within thirty (30)
          days of the date due any compensation or benefits to
          which he is entitled;

               (v)  the failure by Bancorp or the Bank to (a)
          continue in effect (without reduction in benefit levels
          and/or reward opportunities) any material compensation or
          benefit plan in which Employee was participating from
          Bancorp or the Bank immediately prior to the effective
          date of a Change in Control, unless a substitute or
          replacement has been implemented which provides
          substantially identical compensation or benefits to
          Employee or provides compensation equal or superior in
          value to such benefits plan; or (b) provide Employee with
          compensation and benefits equal or superior in value to
          that received from Bancorp and the Bank, in the
          aggregate, under each other compensation or employee
          benefit plan, program and practices in effect immediately
          prior to a Change in Control or at any time thereafter.

          B.   Effect of a Diminution in Duties.  Should the Employee suffer a
Diminution in Duties in conjunction with or following a Change in Control
Employee may at any time thereafter, upon written notice to Bancorp or the
Bank at least ninety (90) days prior to the effective date, voluntarily
terminate this Agreement and his employment with Bancorp and the Bank.  Upon
receipt of such notice of voluntary termination, Bancorp may, in its sole
discretion, waive the ninety (90) day notice requirement for Employee's
voluntary termination and consider such voluntary termination effective
immediately upon Bancorp or the Bank's receipt of Employee's written notice.
Under either of such circumstances, Bancorp shall pay to the Employee (i) upon
the effective date of termination, or at the next regular pay period
thereafter, the aggregate salary and other benefits accrued from Bancorp and
the Bank through the effective date of Employee's voluntary termination; and
(ii) thereafter on a monthly basis, an amount equal to one twelfth (1/12) of
Employee's then-current aggregate Base Salary from Bancorp and the Bank, such
payments to continue for the lesser of (a) three (3) years from the effective
date of Employee's voluntary termination or (b) the greater of one year or the
remainder of the Five Year Term.

                        5.   TERMINATION OF AGREEMENT.

          A.   By Employee.  Employee may terminate this Agreement and his
employment with Bancorp and the Bank at any time, by providing written notice
of his voluntary termination to Bancorp at least ninety (90) days prior to the
effective date of such voluntary termination.  In such an event, other than in
connection with a Change in Control or Diminution in Duties (i) all
obligations of Bancorp and the Bank under this Agreement shall immediately
cease, as of the effective date of the voluntary termination and (ii) Employee
shall be entitled to receive only payment of the aggregate salary and benefits
accrued from Bancorp and the Bank through the effective date of such voluntary
termination.

          B.   By Bancorp or the Bank.  Bancorp may terminate this Agreement
and, at its option, Employee's employment (i) immediately and at any time for
Cause, as that term is hereinafter defined, in which event all obligations of
Bancorp and the Bank under this Agreement shall cease immediately, as of the
effective date of the termination, and Employee shall be entitled to receive
payment of only the aggregate salary and benefits accrued from Bancorp and the
Bank through the effective date of the termination; or (ii) at any time prior
to a Change in Control, without cause and upon written notice to Employee,
which notice shall at Bancorp's option be effective immediately or at some
future date not to exceed ninety (90) days following date of the notice of
termination, in which event Bancorp shall itself, or cause the Bank to, pay to
Employee all salaries and benefits accrued from Bancorp or the Bank through
the effective date of the termination.  In addition, Employee shall also be
entitled to receive a lump-sum payment in an amount equal to Employee's then-
current aggregate Base Salary from Bancorp and the Bank (exclusive of any
stock options, profit sharing, bonuses or other benefits).   An election by
Bancorp not to renew or extend Employee's employment as provided in Section 1
hereof, other than for Cause, shall be deemed a termination of this Agreement
by Bancorp without Cause and shall give rise to rights to Employee under this
Subparagraph 5B.

     As used in this Agreement, "Cause" for termination shall be limited to
the following:  (i) Employee's conviction of a felony; (ii) the issuance by
any state or federal bank regulatory agency of a request or demand for removal
of Employee from employment with Bancorp or the Bank or from any office which
Employee then holds with Bancorp or the Bank; (iii) Employee's material breach
of Paragraph 2B of this Agreement; (iv) Employee's gross negligence in the
performance of his duties hereunder; or (v) failure of Employee to
substantially perform  his duties hereunder (other than failure resulting from
Employee's disability) after demand for substantial performance is delivered
to Employee by Bancorp or the Bank, identifying specifically the manner in
which Employee has not substantially performed his duties, and a 7 day period
to cure has elapsed without substantial improvement in performance to the
reasonable standards set by Bancorp or the Bank, respectively.

          C.   By Death or Disability.  Notwithstanding anything herein to the
contrary, this Agreement shall terminate if (i) Employee dies during the term
of this Agreement or (ii) Bancorp terminates this Agreement after Employee
shall be absent from his employment with Bancorp or the Bank for a continuous
period of more than six (6) months by reason of incapacity or illness which
Employee's physician determines has resulted in Employee's permanent
disability.  In either of such events, all obligations of Bancorp and the Bank
hereunder shall cease upon such termination except that from and after
Employee's death or date of termination as aforesaid Bancorp shall pay, or
cause the Bank to pay, on a monthly basis for a period of 6 months, an amount
equal to one-twelfth (1/12) of Employee's then-current aggregate Base Salary
from Bancorp and the Bank, such amount to be paid to Employee if he be then
living; if not, then to his surviving wife or his heirs or personal
representatives.

                         6.   SUCCESSORS AND ASSIGNS.

          The rights and obligations of Bancorp and the Bank under this
Agreement shall inure to the benefit of and be binding upon their respective
successors and assigns, but the rights of Employee hereunder are personal to
him and may not be assigned and shall not inure to the benefit of his heirs,
personal representatives or assigns, except as specifically provided for
herein.

          Bancorp will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of Bancorp or the Bank, expressly to assume and to
agree to perform this Agreement in the same manner and to the same extent that
Bancorp would have been required to perform if no such succession had taken
place.

                             7.   CONFIDENTIALITY.

          Employee agrees not to divulge to anyone, either during or after the
termination of his employment hereunder, any information acquired by him by
virtue of his employment with Bancorp or the Bank.  Upon the termination of
his employment, Employee agrees to immediately deliver to Bancorp all books,
papers documents and other materials or property of any nature belonging to
Bancorp or the Bank, including but not limited to originals and all copies of
any graphic or recorded materials of any kind, whether handwritten,
typewritten, printed, electronically stored or recorded in any manner.

                             8.   ATTORNEYS' FEES.

          Bancorp agrees to pay to Employee in full and as they are incurred
all legal fees and court costs incurred by Employee as a result of any
litigation arising from or in connection with this Agreement or the
enforcement of any rights or obligations created by this Agreement, whether
such litigation is initiated by Employee or Bancorp or the Bank and regardless
of the outcome of such litigation; provided, however that Bancorp will be
under no obligation to pay to Employee any costs, attorneys' fees or other
expenses incurred in connection with litigation initiated by Employee which is
subsequently determined by the Court in which such litigation is initiated, to
have been frivolous or filed in bad faith.

                                 9.   NOTICE.

          Any notice required or permitted to be given under this Agreement
shall be in writing and shall be given or made by certified or registered
mail, postage pre-paid, or by hand delivery, via courier or otherwise, as
follows, or to such other person or address as shall be hereafter designated
by notice given in accordance with this section:

          If to Bancorp or    Mid-America Bancorp and
          the Bank:           Bank of Louisville and Trust Company
                              500 West Broadway
                              Louisville, Kentucky  40202
                              Attn:  Chief Executive Officer

          If to the Employee: Gail W. Pohn
                              5401 Pueblo Road
                              Louisville, Kentucky  40207

Any notice or other communication hereunder shall be deemed to have been duly
given or made (i) if made by hand, when delivered or when attempted delivery
shall be rejected; or (ii)  if made by letter, upon deposit thereof in the
mail, postage pre-paid, registered or certified, with return receipt
requested.  Notwithstanding the foregoing, any notice or other communication
hereunder which is actually received by a party hereto shall be deemed to have
been duly given or made to such party.

                     10.  ENTIRE AGREEMENT;  MODIFICATION.

          This Agreement contains the entire agreement of the parties.  It may
not be changed, altered or modified in any manner except by subsequent written
agreement, signed by Employee, Bancorp and the Bank.

                              11.  SEVERABILITY.

          The provisions of this Agreement shall be deemed entirely severable,
and the illegality, invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.

                              12.  GOVERNING LAW

          This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Kentucky.

                                13.  EXHIBIT A

          Exhibit A is incorporated by reference as though fully set forth
herein.

     IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.

                              MID-AMERICA BANCORP ("BANCORP")

                              By: /s/ Bertram W. Klein

                              Title: Chairman

                              BANK OF LOUISVILLE ("THE BANK")

                              By: /s/ Orson Oliver

                              Title: President

                              GAIL W. POHN ("EMPLOYEE")

                              /s/ Gail W. Pohn

                                   Exhibit A

1.   Employee shall be issued options on 10,000 shares of Mid-
     America Bancorp at $15.88 dated April 5, 1993 pursuant to the
     Bank's Stock Option Plan.

2.   Employee shall be enrolled immediately in the Bank's Health
     Benefit Plans.

3.   Employee shall be enrolled immediately in the Bank's Employee
     Stock Ownership Plan.

4.   Bank shall assume Employee's automobile lease ($488.09 per
     month) through September 1994.  Employee shall be supplied
     with a new automobile as of September 1994.  Bank will pay all
     expenses for the Employee's automobile.

5.   Bank will provide Employee with a parking space at its main
     office.

                                Exhibit 10 (g)

                                   AGREEMENT

    THIS AGREEMENT (hereinafter the "Agreement"), is made and entered into as
of the 3rd day of May, 1993, by and between MID-AMERICA BANCORP, and its
wholly owned subsidiary, BANK OF LOUISVILLE AND TRUST COMPANY, both Kentucky
corporations with their principal places of business at 500 West Broadway,
Louisville, Kentucky 40202 (hereinafter "Bancorp" and the "Bank"
respectively); and STEVEN A. SMALL, a resident of Prospect, Kentucky
(hereinafter "Employee").

                                   RECITALS

     Employee will begin his employment on or before July 1, 1993, and will
assume substantial responsibilities as Executive Vice-President and Chief
Financial Officer of Bancorp.  He is also expected to act in a similar
capacity as an officer of the Bank as requested.  Bancorp and its Board of
Directors (hereinafter the "Board") recognize that the possibility exists of a
Change in Control (as hereinafter defined), and that the occurrence of a
Change in Control could result in an alteration of the terms and conditions of
Employee's employment, or otherwise create uncertainty and concern as to his
employment status.  The Board has determined that it is in Bancorp's best
interest to maintain stability and continuity of management both at Bancorp
and the Bank.  In this context, Bancorp particularly wishes to retain the
services of Employee and to ensure his continued dedication and efforts on
behalf of Bancorp and the Bank in the event of a Change in Control, and
eliminate undue concern for his personal employment and financial security.
Bancorp desires to provide Employee with certain benefits and protections in
his employment, particularly in the event of a Change in Control.

     NOW, THEREFORE, in consideration of the respective agreements of the
parties contained herein, it is agreed as follows:

                            1.   TERM OF AGREEMENT.

          This Agreement shall commence and be effective as of the date
Employee first reports to work (the "Commencement Date"), and shall continue
in effect through and including December 31, 1994. Commencing on December 31,
1994, and on each December 31 thereafter (hereinafter the "Anniversary Date"),
the term of this Agreement shall be automatically extended for a period of one
(1) year, and shall continue in effect from year-to-year unless (i) not less
than ninety (90) days prior to an Anniversary Date, by written notice to
Employee, Bancorp elects not to extend, or (ii) until otherwise terminated or
extended as hereinafter provided.

                          2.   EMPLOYMENT OF EMPLOYEE

          A.   Effective Date.  Effective on the Commencement Date, Bancorp
hereby agrees to employ Employee, and Employee accepts employment as Executive
Vice-President and Chief Financial Officer of Bancorp, with such duties as are
presently consistent with such title and office, and such different or
additional duties as may be assigned to Employee from time to time by the
Board including, without limitation, acting as an officer of the Bank if
elected by the Board of Directors of the Bank; provided, however, that any
additional duties assigned to Employee shall be consistent with Employee's
status, title, position and responsibilities as contemplated at the time of
execution of this Agreement.

          B.   Employee's Obligations.  Employee agrees to devote his full and
exclusive time, attention and energies to the business of Bancorp and as part
of such duties shall serve in such capacities for Bancorp and the Bank as may
be required of him during his employment pursuant to this Agreement.  He shall
not engage in any other business activity, whether or not such business
activity is pursued for gain, profit or other pecuniary advantage, except that
Employee shall be entitled to engage in civic and eleemosynary activities or
in passive investment activities so long as such activities do not compete or
interfere with his employment hereunder.

          C.   Compensation.  As compensation for his services hereunder,
Employee shall receive from Bancorp, the Bank or a combination thereof, an
aggregate annual salary of One Hundred Forty-Five Thousand Dollars
($145,000.00), payable in twenty-six (26) pay periods (hereinafter, as
adjusted from time to time as herein provided, the "Base Salary").  Employee's
Base Salary shall be reviewed annually after December 31, 1994, for increases
consistent with Bancorp's and the Bank's executive compensation policies and
Employee's duties and contributions to Bancorp and the Bank.  If in either
calendar 1993 or 1994, the after-tax earnings of Bancorp equal $12,000,000 or
more, Employee's annual base salary beginning January 1, 1995, shall increase
by no less than 10%. Notwithstanding anything herein to the contrary, to the
extent to which he shall qualify, Employee shall be entitled to participate in
any employee benefit programs which may from time to time be in effect for
Bancorp or the Bank.  Notwithstanding anything to the contrary, Employee shall
be covered by Bancorp's or Bank's health benefit and/or medical insurance plan
beginning with his first day of employment.

          D.   Cessation of Obligations.  The obligations of Bancorp and
Employee hereunder shall continue throughout the initial or any subsequent
term of this Agreement, unless this Agreement is terminated as provided
herein.

                            3.   CHANGE IN CONTROL.

          A.   Definition.  As used in this Agreement, a Change in Control of
Bancorp shall be deemed to have occurred if, and only if (i) Bertram W. Klein
(hereinafter "Klein"), the current Chief Executive Officer of Bancorp and the
Bank, ceases for any reason to hold the office of Chief Executive Officer of
Bancorp; or (ii) Klein and/or members of his immediate family (including only
Klein and his spouse, children, parents, or any trusts established for the
benefit of any of them) cease to hold ten percent (10%) or more of all
outstanding voting shares of Bancorp.

          B.   Effect of a Change in Control.  In the event of a Change in
Control, if Bancorp's legal existence is terminated (i.e. is dissolved), the
Bank hereby assumes and becomes severally obligated for the obligations of
this Agreement to Employee.  If Bancorp's legal existence is continued through
merger or other combination with or consolidation into any new or existing
entity, the Bank hereby assumes and becomes jointly and severally liable, with
such new entity, to Employee for all the obligations of Bancorp hereunder.
Upon a Change in Control, the term of this Agreement shall be immediately and
automatically extended for a period of five (5) years from the effective date
of such Change in Control (hereinafter the "Five Year Term").  At the end of
the Five Year Term, and upon each subsequent anniversary date of the Change in
Control, this Agreement shall be automatically extended for an additional one-
year period as provided in Paragraph 1 above, unless (i) Bancorp chooses not
to extend or (ii) this Agreement is otherwise terminated in accordance with
the provisions contained herein.

     During the Five Year Term, Employee shall be retained in Bank's employ
(and in Bancorp's employ unless Bancorp is dissolved after the Change in
Control), and be provided with compensation and benefits at least equal in the
aggregate to that received by Employee from Bancorp and the Bank immediately
prior to the effective date of the Change in Control, unless this Agreement is
otherwise terminated by Bancorp for Cause, or by reason of the Death or
Disability of Employee; provided, however, Employee shall continue to fulfill
his obligations pursuant to paragraph 2B of this Agreement.

     For a period of two (2) years following the effective date of a Change in
Control, Employee may terminate this Agreement at any time by providing
written notice of such voluntary termination to Bancorp or to the Bank at
least ninety (90) days prior to the effective date of such voluntary
termination, and, in such event (i) all obligations of Bancorp and the Bank
under this Agreement shall immediately cease as of the effective date of such
voluntary termination; and (ii) Employee shall only be entitled to receive
payment of salary and benefits accrued as of the effective date of such
voluntary termination.

     Should Employee continue in the employ of the Bank or Bancorp for a
period of at least two (2) years following the effective date of a Change in
Control, Employee may thereafter terminate this Agreement by providing written
notice of such voluntary termination to Bancorp or the Bank at least ninety
(90) days prior to the effective date of such voluntary termination and, in
such event, Bancorp shall pay to the Employee (i)  upon the effective date of
termination or at the next regular pay period thereafter all salary and other
benefits accrued and unpaid as of the effective date of Employee's voluntary
termination; and (ii) thereafter, on a monthly basis, an amount equal to one-
twelfth (1/12) of Employee's then-current Base Salary from Bancorp and the
Bank, such payments to continue for the lesser of (a) three (3) years from the
effective date of Employee's voluntary termination; or (b) the greater of one
year or the remainder of the Five Year Term.

               4.   CHANGE IN CONTROL AND DIMINUTION IN DUTIES.

          A.   Definition.  As used in this Agreement, a Diminution in Duties
shall mean any of the following events, occurring in conjunction with or
following a Change in Control:

               (i)  a change in Employee's status, position or
          responsibilities with Bancorp (unless Bancorp's separate
          existence ceases as a result of the Change in Control) or
          the Bank (including a material change in the number or
          positions of those employees or officers to whom Employee
          reports and who report to Employee) which, in Employee's
          reasonable judgement, represents a significant and
          adverse change in Employee's status, position or
          responsibilities as in effect immediately prior to the
          effective date of a Change in Control, or at any time
          thereafter;

               (ii)  the assignment to Employee of any duties or
          responsibilities which, in Employee's reasonable
          judgement, are inconsistent with Employee's status,
          position or responsibilities as in effect immediately
          prior to the effective date of the Change in Control or
          at any time thereafter;

               (iii)  any removal of Employee from, or failure to
          reappoint or reelect Employee to any of his positions
          with the Bank, unless such positions have been abolished
          as a result of a reorganization of the Bank, such as a
          merger or consolidation resulting from the Change in
          Control except in connection with the termination of this
          Agreement (a) by Bancorp or the Bank for Cause; (b) as a
          result of Employee's Death or Disability; or (c)  by
          Employee, other than as a result of a Diminution in
          Duties as described hereunder.  If Employee's position
          with the Bank has been abolished as herein provided, the
          appointment of Employee to such positions as have
          responsibilities, duties, and status within the Bank or
          successor organization similar to those of the office or
          position abolished will be deemed to be the reelection or
          reappointment as required herein.

               (iv)  a reduction in Employee's aggregate Base
          Salary or any failure to pay Employee within thirty (30)
          days of the date due any compensation or benefits to
          which he is entitled;

               (v)  the failure by Bancorp or the Bank to (a)
          continue in effect (without reduction in benefit levels
          and/or reward opportunities) any material compensation or
          benefit plan in which Employee was participating from
          Bancorp or the Bank immediately prior to the effective
          date of a Change in Control, unless a substitute or
          replacement has been implemented which provides
          substantially identical compensation or benefits to
          Employee or provides compensation equal or superior in
          value to such benefits plan; or (b) provide Employee with
          compensation and benefits equal or superior in value to
          that received from Bancorp and the Bank, in the
          aggregate, under each other compensation or employee
          benefit plan, program and practices in effect immediately
          prior to a Change in Control or at any time thereafter.

          B.   Effect of a Diminution in Duties.  Should the Employee suffer a
Diminution in Duties in conjunction with or following a Change in Control
Employee may at any time thereafter, upon written notice to Bancorp or the
Bank at least ninety (90) days prior to the effective date, voluntarily
terminate this Agreement and his employment with Bancorp and the Bank.  Upon
receipt of such notice of voluntary termination, Bancorp may, in its sole
discretion, waive the ninety (90) day notice requirement for Employee's
voluntary termination and consider such voluntary termination effective
immediately upon Bancorp or the Bank's receipt of Employee's written notice.
Under either of such circumstances, Bancorp shall pay to the Employee (i) upon
the effective date of termination, or at the next regular pay period
thereafter, the aggregate salary and other benefits accrued from Bancorp and
the Bank through the effective date of Employee's voluntary termination; and
(ii) thereafter on a monthly basis, an amount equal to one twelfth (1/12) of
Employee's then-current aggregate Base Salary from Bancorp and the Bank, such
payments to continue for the lesser of (a) three (3) years from the effective
date of Employee's voluntary termination or (b) the greater of one year or the
remainder of the Five Year Term.

                        5.   TERMINATION OF AGREEMENT.

          A.   By Employee.  Employee may terminate this Agreement and his
employment with Bancorp and the Bank at any time, by providing written notice
of his voluntary termination to Bancorp at least ninety (90) days prior to the
effective date of such voluntary termination.  In such an event, other than in
connection with a Change in Control or Diminution in Duties (i) all
obligations of Bancorp and the Bank under this Agreement shall immediately
cease, as of the effective date of the voluntary termination and (ii) Employee
shall be entitled to receive only payment of the aggregate salary and benefits
accrued from Bancorp and the Bank through the effective date of such voluntary
termination.

          B.   By Bancorp or the Bank.  Bancorp may terminate this Agreement
and, at its option, Employee's employment (i) immediately and at any time for
Cause, as that term is hereinafter defined, in which event all obligations of
Bancorp and the Bank under this Agreement shall cease immediately, as of the
effective date of the termination, and Employee shall be entitled to receive
payment of only the aggregate salary and benefits accrued from Bancorp and the
Bank through the effective date of the termination; or (ii) at any time prior
to a Change in Control, without cause and upon written notice to Employee,
which notice shall at Bancorp's option be effective immediately or at some
future date not to exceed ninety (90) days following date of the notice of
termination, in which event Bancorp shall itself, or cause the Bank to, pay to
Employee all salaries and benefits accrued from Bancorp or the Bank through
the effective date of the termination.  In addition, Employee shall also be
entitled to receive a lump-sum payment in an amount equal to Employee's then-
current aggregate Base Salary from Bancorp and the Bank (exclusive of any
stock options, profit sharing, bonuses or other benefits).   An election by
Bancorp not to renew or extend Employee's employment as provided in Section 1
hereof, other than for Cause, shall be deemed a termination of this Agreement
by Bancorp without Cause and shall give rise to rights to Employee under this
Subparagraph 5B.

     As used in this Agreement, "Cause" for termination shall be limited to
the following:  (i) Employee's conviction of a felony; (ii) the issuance by
any state or federal bank regulatory agency of a request or demand for removal
of Employee from employment with Bancorp or the Bank or from any office which
Employee then holds with Bancorp or the Bank; (iii) Employee's material breach
of Paragraph 2B of this Agreement; (iv) Employee's gross negligence in the
performance of his duties hereunder; or (v) failure of Employee to
substantially perform  his duties hereunder (other than failure resulting from
Employee's disability) after demand for substantial performance is delivered
to Employee by Bancorp or the Bank, identifying specifically the manner in
which Employee has not substantially performed his duties, and a 7 day period
to cure has elapsed without substantial improvement in performance to the
reasonable standards set by Bancorp or the Bank, respectively.

          C.   By Death or Disability.  Notwithstanding anything herein to the
contrary, this Agreement shall terminate if (i) Employee dies during the term
of this Agreement or (ii) Bancorp terminates this Agreement after Employee
shall be absent from his employment with Bancorp or the Bank for a continuous
period of more than six (6) months by reason of incapacity or illness which
Employee's physician determines has resulted in Employee's permanent
disability.  In either of such events, all obligations of Bancorp and the Bank
hereunder shall cease upon such termination except that from and after
Employee's death or date of termination as aforesaid Bancorp shall pay, or
cause the Bank to pay, on a monthly basis for a period of 6 months, an amount
equal to one-twelfth (1/12) of Employee's then-current aggregate Base Salary
from Bancorp and the Bank, such amount to be paid to Employee if he be then
living; if not, then to his surviving wife or his heirs or personal
representatives.

                         6.   SUCCESSORS AND ASSIGNS.

          The rights and obligations of Bancorp and the Bank under this
Agreement shall inure to the benefit of and be binding upon their respective
successors and assigns, but the rights of Employee hereunder are personal to
him and may not be assigned and shall not inure to the benefit of his heirs,
personal representatives or assigns, except as specifically provided for
herein.

          Bancorp will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of Bancorp or the Bank, expressly to assume and to
agree to perform this Agreement in the same manner and to the same extent that
Bancorp would have been required to perform if no such succession had taken
place.

                             7.   CONFIDENTIALITY.

          Employee agrees not to divulge to anyone, either during or after the
termination of his employment hereunder, any information acquired by him by
virtue of his employment with Bancorp or the Bank.  Upon the termination of
his employment, Employee agrees to immediately deliver to Bancorp all books,
papers documents and other materials or property of any nature belonging to
Bancorp or the Bank, including but not limited to originals and all copies of
any graphic or recorded materials of any kind, whether handwritten,
typewritten, printed, electronically stored or recorded in any manner.

                             8.   ATTORNEYS' FEES.

          Bancorp agrees to pay to Employee in full and as they are incurred
all legal fees and court costs incurred by Employee as a result of any
litigation arising from or in connection with this Agreement or the
enforcement of any rights or obligations created by this Agreement, whether
such litigation is initiated by Employee or Bancorp or the Bank and regardless
of the outcome of such litigation; provided, however that Bancorp will be
under no obligation to pay to Employee any costs, attorneys' fees or other
expenses incurred in connection with litigation initiated by Employee which is
subsequently determined by the Court in which such litigation is initiated, to
have been frivolous or filed in bad faith.

                                 9.   NOTICE.

          Any notice required or permitted to be given under this Agreement
shall be in writing and shall be given or made by certified or registered
mail, postage pre-paid, or by hand delivery, via courier or otherwise, as
follows, or to such other person or address as shall be hereafter designated
by notice given in accordance with this section:

          If to Bancorp or    Mid-America Bancorp and
          the Bank:           Bank of Louisville and Trust Company
                              500 West Broadway
                              Louisville, Kentucky  40202
                              Attn:  Chief Executive Officer

          If to the Employee: Steven A. Small
                              7210 Leafland Place
                              Prospect, Kentucky  40059

Any notice or other communication hereunder shall be deemed to have been duly
given or made (i) if made by hand, when delivered or when attempted delivery
shall be rejected; or (ii)  if made by letter, upon deposit thereof in the
mail, postage pre-paid, registered or certified, with return receipt
requested.  Notwithstanding the foregoing, any notice or other communication
hereunder which is actually received by a party hereto shall be deemed to have
been duly given or made to such party.

                     10.  ENTIRE AGREEMENT;  MODIFICATION.

          This Agreement contains the entire agreement of the parties.  It may
not be changed, altered or modified in any manner except by subsequent written
agreement, signed by Employee, Bancorp and the Bank.

                              11.  SEVERABILITY.

          The provisions of this Agreement shall be deemed entirely severable,
and the illegality, invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.

                              12.  GOVERNING LAW

          This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Kentucky.

                                13.  EXHIBIT A

          Exhibit A is incorporated by reference as though fully set forth
herein.

     IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.

                              MID-AMERICA BANCORP ("BANCORP")

                              By: /s/ Bertram W. Klein

                              Title: Chairman

                              BANK OF LOUISVILLE ("THE BANK")

                              By: /s/ Orson Oliver

                              Title: President

                              STEVEN A. SMALL ("EMPLOYEE")

                              /s/ Steven A. Small

                                   EXHIBIT A

1.   Employee shall be supplied by the Bank with a new automobile
     as of July 1, 1993, which shall be selected by Employee at a
     cost to Bank not to exceed $20,000.  To the extent Employee
     chooses an automobile costing in excess of $20,000, the excess
     shall be borne by Employee  Any proceeds from the resale of
     the automobile shall be split between Bank and Employee in
     proportion to the part of the purchase price each of them
     incurred.  Bank will pay all expenses for the Employee's
     automobile in the same manner as it does for other executive
     level employees.

                                 Exhibit 10(h)

                         AGREEMENT and GENERAL RELEASE

This is an Agreement dated as of October 26, 1993, between MID-AMERICA BANCORP
and MID-AMERICA BANK OF LOUISVILLE & TRUST COMPANY, on one hand (collectively,
the "Bank") and STANLEY L. ATLAS, on the other ("Atlas").

Whereas Atlas has expressed a desire to retire early from the Bank, and

Whereas the Bank would like to utilize the expertise and competence of Atlas
during a reasonable transition period,

NOW THEREFORE, the parties agree as follows:

1.   Atlas will retire from the service of the Bank
     effective December 17, 1993.  He will then be eligible
     to receive a pension from the Bank's Retirement Plan
     based on his early retirement in accordance with the
     provisions of that Plan.  The first payment thereunder
     will be as of January 1, 1994.  Atlas will receive
     notification from the Bank concerning his options for
     receiving the pension payments.  The Bank will announce
     that Atlas has decided to take early retirement and
     that he will remain a member of the Board of Directors.

2.   In addition, the Bank will pay Atlas the sum of
     $62,137.92 per year, payable in monthly installments,
     from the date of retirement until his sixty-fifth
     birthday.  Should Atlas die prior to reaching his
     sixty-fifth birthday, this payment will continue until
     he would have reached age sixty-five and will be paid
     to his surviving spouse.  If his spouse should
     predecease him, then said payments will be made to his
     estate.

3.   Atlas will be treated under the Bank's Employee Stock
     Ownership Plan as if he worked through December 31,
     1993.

4.   The stock options heretofore accumulated by Atlas will
     be exercisable by him in accordance with the provisions
     of the Incentive Stock Option Plans applicable thereto.
     If approved by the Committee charged with the
     administration of those Plans, the intent of the
     parties hereto is that shares equal to the "in-the-
     money" value of the options be given to Atlas in
     satisfaction of the obligation of the Plans with
     respect to the options held by Atlas.

5.   CONSULTING AGREEMENT - Atlas agrees to consult with the
     Bank on matters within his expertise and competence
     and, in this regard, will make himself available to the
     Bank for a minimum of 15 hours per month for a period
     of five years beginning December 20, 1993.  Requests by
     the Bank for consulting time will be upon reasonable
     notice and during normal working hours.  Atlas will
     perform consulting services hereunder as an independent
     contractor and not as an employee of the Bank.
     Services requested of Atlas by the Bank will be
     consistent with duties performed by persons in
     executive level positions within the Bank.  As
     compensation therefor, the Bank will pay Atlas the sum
     of $32,619.61 per year, payable in monthly
     installments.

6.   BOARD MEMBERSHIP - Atlas will remain a member of the
     Board of Directors of Bancorp consistent with the
     provisions of the By-Laws of Bancorp and for such time
     as the number of shares in Bancorp owned (directly or
     beneficially) or controlled by Atlas or June Atlas, his
     spouse, does not fall below 225,000 shares, adjusted
     for stock dividends after the date hereof.  Atlas'
     service on the Board will correspond to that of an
     executive officer of the Bank, and he will not receive
     a stipend for serving as a Board member.

     PROXY - Atlas and June Atlas, his spouse, hereby grant an
     irrevocable proxy to Bank management on all shares of Mid-
     America Bancorp ("Bancorp") owned or controlled by them now
     or in the future and for which and to the extent that they are
     legally entitled to grant a proxy.  This proxy is an important part
     of the consideration for this Agreement and Release and is
     intended by the parties to be a proxy coupled with an interest.

     Atlas and June Atlas agree further that shares of Bancorp
     owned or controlled by them now or in the future will not be
     disposed of without first giving the Bank the opportunity to
     purchase such shares or, if the Bank declines, to the Chairman
     thereof to either purchase such shares or arrange for a third-
     party purchaser.  "Purchase" in this paragraph means a purchase
     at the bid price net of commissions.  Any right to purchase
     hereunder must be exercised within two business days of
     notification by Atlas.

7.   Each party agrees to make best efforts to avoid public
     statements that would intentionally disparage the other.

8.   This Agreement and General Release supersedes all other
     agreements previously made between the parties relating to
     employment, payments, benefits or retirement.  There are no
     other understandings or agreements.  Atlas will receive no
     payments or benefits under any program, plan or provision of
     the Bank not specifically set forth herein, including, without
     limitation, the Bank's Incentive Compensation Plan.

9.   Atlas may purchase from the Bank for current book value the
     Honda Accord automobile now used as his executive
     automobile.

10.  Atlas will share with the Garlove family the use of Churchill
     Downs Box in Section 316, Number EO9 for Derby Day and
     Oaks Day only, provided however, that during his lifetime Sam
     Klein may provide the Bank with other directions regarding use
     of the box during those days and these directions will take
     precedence over use by Atlas and the Garlove family.  The use
     of this box must be paid for under the same terms as presently
     exist.

11.  Atlas will receive notification from Bank of his right to obtain
     extended health insurance coverage, at his own expense,
     pursuant to COBRA.  Nothing in this Agreement is intended to
     result in a waiver or release of Atlas' rights under COBRA.

12.  Atlas represents and agrees that he has not commenced and will
     not at any time hereafter commence, prosecute or maintain, any
     legal actions, lawsuits, administrative proceedings, workers'
     compensation claims or suits, or other legal charges, claims or
     proceedings against the Bank, Bancorp or their officers,
     directors, agents and employees with respect to any matter
     arising out of his employment with the Bank or encompassed by
     the terms of the General Release set forth below.

          With the exceptions stated below, Atlas and the Bank
          mutually agree that they will not publicize or disclose the
          conditions, terms or contents of this Agreement and
          General Release, in any manner, whether in writing or
          orally, to any person whomsoever, directly or indirectly, or
          by or through an agent, representative, attorney or any
          other such person.  Exceptions as to Atlas:  Atlas may
          disclose the conditions, terms or contents of this
          Agreement and General Release to members of his
          family, providing they agree in turn to keep confidential
          the information received, and to his accountant, tax
          preparer, attorney or other professional advisor, provided
          such persons agree in turn to keep confidential the
          information received.  Exceptions at to the Bank:  The
          Bank may disclose the conditions, terms or contents of this
          Agreement and General Release to Bank executives and
          managers who need to know this information for
          legitimate business reasons, providing such persons agree
          in turn to keep the information confidential, and the
          Bank's attorneys, accountants, consultants, or other
          professional advisors, providing such persons agree in turn
          to keep the information they receive confidential.

     Atlas agrees that this Agreement and General Release may be
     pleaded as a full and complete defense to and may be used as
     the basis for an injunction against any claim, charge, action, suit
     or other proceeding which may be instituted, prosecuted or
     attempted in breach of this Agreement and General Release.
     Any damages suffered by reason of any breach of any provision
     of this Agreement and General Release by the parties shall
     include attorney's fees and other costs and expenses of
     instituting, preparing, prosecuting or defending any action or
     suit resulting from a breach of this Agreement, whether taxable
     or otherwise.

     Atlas agrees that this Agreement and General Release shall be
     binding upon his heirs, administrators, successors and assigns
     and shall inure to the benefit of the Bank, and its officers,
     directors, agents, employees, parents, subsidiaries, divisions,
     affiliates, successors, assigns and attorneys.

     GENERAL RELEASE - Atlas hereby releases and forever
     discharges the Bank, its officers, directors, agents, employees,
     attorneys and representatives, from any and all claims, demands,
     actions, suits, causes of action, debts, accounts or controversies
     of any nature whatsoever, known or unknown, which Atlas has,
     or may have, against the Bank or its officers, directors, agents,
     employees, attorneys and representatives, up to the date of
     execution of this Agreement and General Release.

     This Release specifically includes any and all claims arising out
     of, or in any way related to, Atlas' employment with the Bank,
     or his retirement, or any actions taken by the Bank during the
     course of Atlas' employment.

IN WITNESS WHEREOF, the parties hereto on the date first written above have
signed this Agreement and General Release.

                              MID-AMERICA BANCORP
                MID-AMERICA BANK OF LOUISVILLE & TRUST COMPANY

By     /s/ Robert H. Sachs              /s/ Stanley L. Atlas

       Executive Vice-President            STANLEY L. ATLAS

APPROVED AS TO APPLICABLE
PROVISIONS OF SECTION 6 HEREOF

          /s/ June Atlas

             JUNE ATLAS

 

Basic Info X:

Name: AMENDED AND RESTATED AGREEMENT
Type: Amended and Restated Agreement
Date: March 23, 1994
Company: MID AMERICA BANCORP/KY/
State: Kentucky

Other info:

Date:

  • December 21 , 1989
  • January 1 , 1996
  • December 31 , 1998
  • 5th day of April , 1993
  • December 31 , 1997
  • April 5 , 1993
  • September 1994
  • 3rd day of May , 1993
  • December 31 , 1994
  • January 1 , 1995
  • July 1 , 1993
  • October 26 , 1993
  • December 17 , 1993
  • January 1 , 1994
  • December 31 , 1993
  • December 20 , 1993
  • June Atlas JUNE

Organization:

  • Orson Oliver 12 Muirfield Place
  • Bank for Cause
  • Wallace A. Fudold co Bank of Louisville and Trust Co.
  • Ninety Five Thousand Dollars
  • Ninety Thousand Dollars
  • General Counsel of Bancorp
  • General Counsel of the Bank
  • Change in Control
  • Employee of Bancorp
  • Change of Control
  • Death or Disability
  • Bank 's Stock Option Plan
  • Bank 's Health Benefit Plans
  • Bank 's Employee Stock Ownership Plan
  • Chief Financial Officer of Bancorp
  • Board of Directors of the Bank
  • D. Cessation of Obligations
  • Control of Bancorp
  • Bancorp for Cause
  • Bank or Bancorp
  • Leafland Place Prospect
  • Commonwealth of Kentucky
  • Orson Oliver Title
  • Bank and Employee
  • MID-AMERICA BANK OF LOUISVILLE & TRUST COMPANY
  • Incentive Stock Option Plans
  • Board of Directors of Bancorp
  • By-Laws of Bancorp
  • Mid- America Bancorp
  • Bank 's Incentive Compensation Plan
  • Churchill Downs Box
  • General Release to Bank

Location:

  • ORSON OLIVER
  • Bancorp
  • West Broadway Louisville
  • Kentucky
  • Atlas

Money:

  • $ 235,000.00
  • $ 183,000
  • $ 95,000
  • $ 90,000.00
  • $ 125,000.00
  • $ 17.00
  • $ 135,000.00
  • $ 6,000.00
  • $ 15.88
  • $ 488.09
  • $ 145,000.00
  • $ 12,000,000
  • $ 20,000
  • $ 62,137.92
  • $ 32,619.61

Person:

  • Orson Oliver <
  • Wallace A. Fudold
  • David N. Klein
  • Richard B. Klein
  • Orson Oliver Title
  • Gail W. Pohn
  • Bertram W. Klein
  • Steven
  • June Atlas
  • Sam Klein
  • Garlove
  • Robert H. Sachs s Stanley L. Atlas

Percent:

  • ten percent 10 %
  • twenty percent
  • 20 %
  • 100 percent